Costamare Inc 6-K, filed Nov 10, 2022
Costamare Inc. (CMRE)
About this 6-K
Costamare Inc filed this 6-K on November 10, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number: 001-34934
COSTAMARE INC.
(Translation of registrant’s name into English)
7 rue du Gabian, MC 98000 Monaco
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Report on Form 6-K shall be incorporated by reference into our registration statements on Form F-3, as filed with the U.S. Securities and Exchange Commission on July 6, 2016 (File No. 333-212415) and March 15, 2021 (File No. 333-254266) to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT INDEX
| 99.1 | Unaudited interim condensed consolidated financial statements of Costamare Inc. for the nine-month period ended September 30, 2022, and the accompanying notes. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 10, 2022
| COSTAMARE INC. | ||||
| By: | /s/ Gregory G. Zikos | |||
| Name: | Gregory G. Zikos | |||
| Title: | Chief Financial Officer | |||
Exhibit 99.1
COSTAMARE INC.
Condensed Consolidated Balance Sheets
As of December 31, 2021 and September 30, 2022
(Expressed in thousands of U.S. dollars)
December 31, 2021 | September 30, 2022 | |||||||
| ASSETS | (Audited) | (Unaudited) | ||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents (Note 1) | $ | 276,002 | $ | 619,832 | ||||
| Restricted cash (Note 1) | 8,856 | 10,855 | ||||||
| Accounts receivable, net (Note 3) | 20,978 | 20,716 | ||||||
| Inventories (Note 6) | 21,365 | 25,005 | ||||||
| Due from related parties (Note 3) | — | 3,447 | ||||||
| Fair value of derivatives (Notes 19 and 20) | — | 19,254 | ||||||
| Insurance claims receivable | 3,970 | 6,176 | ||||||
| Time charter assumed (Note 13) | 198 | 199 | ||||||
| Accrued charter revenue (Note 13) | 7,361 | 10,731 | ||||||
| Short-term investments (Note 5) | — | 24,873 | ||||||
| Prepayments and other assets | 8,595 | 9,491 | ||||||
| Vessels held for sale (Note 7) | 78,799 | 129,301 | ||||||
| Total current assets | 426,124 | 879,880 | ||||||
| FIXED ASSETS, NET: | ||||||||
| Right-of-use assets (Note 12) | 191,303 | — | ||||||
| Vessels and advances, net (Note 7) | 3,650,192 | 3,705,212 | ||||||
| Total fixed assets, net | 3,841,495 | 3,705,212 | ||||||
| OTHER NON-CURRENT ASSETS: | ||||||||
| Equity method investments (Note 10) | 19,872 | 20,268 | ||||||
| Accounts receivable, net, non-current (Note 3) | 5,076 | 5,251 | ||||||
| Deferred charges, net (Note 8) | 31,859 | 48,797 | ||||||
| Restricted cash, non-current (Note 1) | 68,670 | 85,237 | ||||||
| Time charter assumed, non-current (Note 13) | 667 | 518 | ||||||
| Accrued charter revenue, non-current (Note 13) | 8,183 | 7,698 | ||||||
| Fair value of derivatives, non-current (Notes 19 and 20) | 3,429 | 41,892 | ||||||
| Other non-current assets (Note 5) | 1,666 | — | ||||||
| Total assets | $ | 4,407,041 | $ | 4,794,753 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current portion of long-term debt, net of deferred financing costs (Note 11) | $ | 272,365 | $ | 356,019 | ||||
| Accounts payable | 18,865 | 12,982 | ||||||
| Due to related parties (Note 3) | 1,694 | 833 | ||||||
| Finance lease liabilities, net (Note 12) | 16,676 | — | ||||||
| Accrued liabilities | 27,304 | 39,124 | ||||||
| Unearned revenue (Note 13) | 23,830 | 27,746 | ||||||
| Fair value of derivatives (Notes 19 and 20) | 6,876 | 5,470 | ||||||
| Other current liabilities | 2,417 | 2,481 | ||||||
| Total current liabilities | 370,027 | 444,655 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Long-term debt, net of current portion and deferred financing costs (Note 11) | 2,169,718 | 2,313,445 | ||||||
| Finance lease liabilities, net of current portion (Note 12) | 99,689 | — | ||||||
| Fair value of derivatives, non-current portion (Notes 19 and 20) | 7,841 | 21,776 | ||||||
| Unearned revenue, net of current portion (Note 13) | 33,867 | 34,649 | ||||||
| Total non-current liabilities | 2,311,115 | 2,369,870 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 14) | — | — | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock (Note 15) | — | — | ||||||
| Common stock (Note 15) | 12 | 12 | ||||||
| Treasury stock (Note 15) | — | (60,095 | ) | |||||
| Additional paid-in capital (Note 15) | 1,386,636 | 1,418,574 | ||||||
| Retained earnings | 341,482 | 573,984 | ||||||
| Accumulated other comprehensive income / (loss) (Notes 19 and 21) | (2,231 | ) | 47,753 | |||||
| Total stockholders’ equity | 1,725,899 | 1,980,228 | ||||||
| Total liabilities and stockholders’ equity | $ | 4,407,041 | $ | 4,794,753 | ||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 1 |
COSTAMARE INC.
Unaudited Condensed Consolidated Statements of Income
For the nine-month periods ended September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data)
| For the nine-month period ended September 30, | ||||||||
| 2021 | 2022 | |||||||
| REVENUES: | ||||||||
| Voyage revenue | $ | 509,721 | $ | 848,428 | ||||
| EXPENSES: | ||||||||
| Voyage expenses | (7,480 | ) | (34,014 | ) | ||||
| Voyage expenses-related parties (Note 3) | (7,339 | ) | (11,726 | ) | ||||
| Vessels’ operating expenses | (119,316 | ) | (198,330 | ) | ||||
| General and administrative expenses | (4,085 | ) | (7,261 | ) | ||||
| General and administrative expenses – related parties (Note 3) | (7,398 | ) | (7,730 | ) | ||||
| Management fees-related parties (Note 3) | (19,939 | ) | (32,868 | ) | ||||
| Amortization of dry-docking and special survey costs (Note 8) | (7,564 | ) | (9,459 | ) | ||||
| Depreciation (Notes 7, 12 and 21) | (96,010 | ) | (124,236 | ) | ||||
| Gain on sale of vessels, net (Note 7) | 18,075 | 21,250 | ||||||
| Foreign exchange gains | 147 | 555 | ||||||
| Operating income | 258,812 | 444,609 | ||||||
| OTHER INCOME / (EXPENSES): | ||||||||
| Interest income | 1,554 | 1,093 | ||||||
| Interest and finance costs (Note 17) | (60,793 | ) | (86,444 | ) | ||||
| Income from equity method investments (Note 10) | 12,005 | 1,593 | ||||||
| Fair value measurement of equity securities (Note 5) | 58,144 | — | ||||||
| Dividend income (Note 5) | 1,833 | — | ||||||
| Other, net | 3,631 | 2,299 | ||||||
| Loss on derivative instruments, net (Note 19) | (1,219 | ) | (2,634 | ) | ||||
| Total other income / (expenses), net | 15,155 | (84,093 | ) | |||||
| Net Income | $ | 273,967 | $ | 360,516 | ||||
| Earnings allocated to Preferred Stock (Note 16) | (23,302 | ) | (23,302 | ) | ||||
| Net income available to Common Stockholders | 250,665 | 337,214 | ||||||
| Earnings per common share, basic and diluted (Note 16) | $ | 2.04 | $ | 2.74 | ||||
| Weighted average number of shares, basic and diluted (Note 16) | 122,845,943 | 123,295,035 | ||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 2 |
COSTAMARE INC.
Unaudited Condensed Consolidated Statements of Comprehensive Income
For the nine-month periods ended September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars)
For the nine-month period ended September 30, | ||||||||
| 2021 | 2022 | |||||||
| Net income for the period | $ | 273,967 | $ | 360,516 | ||||
| Other comprehensive income: | ||||||||
| Unrealized gain on cash flow hedges, net (Notes 19 and 21) | 2,211 | 47,924 | ||||||
| Reclassification of amount excluded from the interest rate caps assessment of effectiveness based on an amortization approach to Interest and finance costs | — | 560 | ||||||
| Effective portion of changes in fair value of cash flow hedges (Notes 19 and 21) | (1,683 | ) | 1,453 | |||||
| Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation (Note 21) | 47 | 47 | ||||||
| Other comprehensive income for the period | $ | 575 | $ | 49,984 | ||||
| Total comprehensive income for the period | $ | 274,542 | $ | 410,500 | ||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 3 |
COSTAMARE INC.
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
For the nine-month periods ended September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data)
Preferred Stock (Series E) | Preferred Stock (Series D) | Preferred Stock (Series C) | Preferred Stock (Series B) | Common Stock | Treasury Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| # of shares | Par value | # of shares | Par value | # of shares | Par value | # of shares | Par value | # of shares | Par value | # of shares | Value | Additional Paid-in Capital | Accumulated Other Comprehensive Income / (Loss) | Retained Earnings/ (Accumulated Deficit) | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, January 1, 2021 | 4,574,100 | $ | - | 3,986,542 | $ | - | 3,973,135 | $ | - | 1,970,649 | - | 122,160,638 | $ | 12 | - | $ | - | $ | 1,366,486 | $ | (7,957 | ) | $ | (9,721 | ) | $ | 1,348,820 | |||||||||||||||||||||||||||||||||||||
| - Net income | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 273,967 | 273,967 | ||||||||||||||||||||||||||||||||||||||||||||||||
| - Issuance of common stock (Notes 3 and 15) | - | - | - | - | - | - | - | - | 1,409,397 | - | - | - | 14,698 | - | - | 14,698 | ||||||||||||||||||||||||||||||||||||||||||||||||
| - Dividends – Common stock (Note 15) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (38,639 | ) | (38,639 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| - Dividends – Preferred stock (Note 15) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (23,301 | ) | (23,301 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| - Gain from common control transaction (Note 3) | - | - | - | - | - | - | - | - | - | - | - | - | 86 | - | - | 86 | ||||||||||||||||||||||||||||||||||||||||||||||||
| - Other comprehensive income | - | - | - | - | - | - | - | - | - | - | - | - | - | 575 | - | 575 | ||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2021 | 4,574,100 | $ | - | 3,986,542 | $ | - | 3,973,135 | $ | - | 1,970,649 | $ | - | 123,570,035 | $ | 12 | - | $ | - | $ | 1,381,270 | $ | (7,382 | ) | $ | 202,306 | $ | 1,576,206 | |||||||||||||||||||||||||||||||||||||
| BALANCE, January 1, 2022 | 4,574,100 | $ | - | 3,986,542 | $ | - | 3,973,135 | $ | - | 1,970,649 | $ | - | 123,985,104 | $ | 12 | - | $ | - | $ | 1,386,636 | $ | (2,231 | ) | $ | 341,482 | $ | 1,725,899 | |||||||||||||||||||||||||||||||||||||
| - Net income | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 360,516 | 360,516 | ||||||||||||||||||||||||||||||||||||||||||||||||
| - Issuance of common stock (Notes 3 and 15) | - | - | - | - | - | - | - | - | 2,475,409 | - | - | - | 31,938 | - | - | 31,938 | ||||||||||||||||||||||||||||||||||||||||||||||||
| - Repurchase of common stock (Note 15) | - | - | - | - | - | - | - | - | - | - | (4,736,702 | ) | (60,095 | ) | - | - | - | (60,095 | ) | |||||||||||||||||||||||||||||||||||||||||||||
| - Dividends – Common stock (Note 15) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (104,713 | ) | (104,713 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| - Dividends – Preferred stock (Note 15) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | (23,301 | ) | (23,301 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| - Other comprehensive income | - | - | - | - | - | - | - | - | - | - | - | - | - | 49,984 | - | 49,984 | ||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2022 | 4,574,100 | $ | - | 3,986,542 | $ | - | 3,973,135 | $ | - | 1,970,649 | $ | - | 126,460,513 | $ | 12 | (4,736,702 | ) | $ | (60,095 | ) | $ | 1,418,574 | $ | 47,753 | $ | 573,984 | $ | 1,980,228 | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 4 |
COSTAMARE INC.
Unaudited Condensed Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars)
For the nine-month period ended September 30, | ||||||||
| 2021 | 2022 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net income: | $ | 273,967 | $ | 360,516 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation | 96,010 | 124,236 | ||||||
| Credit loss provision | (324 | ) | — | |||||
| Amortization of debt discount | (1,280 | ) | — | |||||
| Amortization and write-off of financing costs | 4,411 | 7,510 | ||||||
| Amortization of deferred dry-docking and special survey costs | 7,564 | 9,459 | ||||||
| Amortization of assumed time charter | (463 | ) | 148 | |||||
| Amortization of hedge reserve cost | — | 560 | ||||||
| Equity based payments | 5,523 | 5,701 | ||||||
| Fair value measurement of equity securities | (58,144 | ) | — | |||||
| Loss on derivative instruments, net | 1,219 | 2,634 | ||||||
| Gain on sale of vessels, net | (18,075 | ) | (21,250 | ) | ||||
| Income from equity method investments | (12,005 | ) | (1,593 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (8,638 | ) | 87 | |||||
| Due from related parties | 3,549 | (3,447 | ) | |||||
| Inventories | (7,028 | ) | (3,640 | ) | ||||
| Insurance claims receivable | (1,172 | ) | (3,188 | ) | ||||
| Prepayments and other | 2,962 | 770 | ||||||
| Accounts payable | 3,286 | (5,883 | ) | |||||
| Due to related parties | 2,355 | (861 | ) | |||||
| Accrued liabilities | 9,747 | 10,533 | ||||||
| Unearned revenue | 4,438 | 1,029 | ||||||
| Other current liabilities | (497 | ) | 64 | |||||
| Dividend from equity method investees | 6,370 | 1,114 | ||||||
| Dry-dockings | (15,842 | ) | (28,065 | ) | ||||
| Accrued charter revenue | 3,170 | 784 | ||||||
| Net Cash provided by Operating Activities | 301,103 | 457,218 | ||||||
| Cash Flows From Investing Activities: | ||||||||
| Return of capital from equity method investments | 8,820 | 14 | ||||||
| Purchase of short-term investments, net | — | (24,716 | ) | |||||
| Debt securities capital redemption | 8,183 | — | ||||||
| Proceeds from the settlement of insurance claims | 859 | 982 | ||||||
| Cash acquired through asset acquisition | (99,652 | ) | — | |||||
| Vessel acquisition (and time charters) and advances/Additions to vessel cost | (645,339 | ) | (56,163 | ) | ||||
| Proceeds from the sale of vessels, net | 49,886 | 40,480 | ||||||
| Net Cash used in Investing Activities | (677,243 | ) | (39,403 | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from long-term debt and finance leases | 1,066,311 | 816,399 | ||||||
| Repayment of long-term debt and finance leases | (516,329 | ) | (691,145 | ) | ||||
| Payment of financing costs | (14,622 | ) | (18,803 | ) | ||||
| Repurchase of common stock | — | (60,095 | ) | |||||
| Dividends paid | (52,758 | ) | (101,775 | ) | ||||
| Net Cash provided by / (Used in) Financing Activities | 482,602 | (55,419 | ) | |||||
| Net increase in cash, cash equivalents and restricted cash | 106,462 | 362,396 | ||||||
| Cash, cash equivalents and restricted cash at beginning of the period | 191,896 | 353,528 | ||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | 298,358 | $ | 715,924 | ||||
| Supplemental Cash Information: | ||||||||
| Cash paid during the period for interest, net of capitalized interest | $ | 50,663 | $ | 67,149 | ||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Dividend reinvested in common stock of the Company | $ | 9,183 | $ | 26,239 | ||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
| 5 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
1. Basis of Presentation and General Information:
The accompanying consolidated financial statements include the accounts of Costamare Inc. (“Costamare”) and its wholly-owned subsidiaries (collectively, the “Company”). Costamare is organized under the laws of the Republic of the Marshall Islands.
On November 4, 2010, Costamare completed its initial public offering (“Initial Public Offering”) in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”). During the nine-month period ended September 30, 2022, the Company issued 448,800 shares to Costamare Shipping Services Ltd. (“Costamare Services”) (Note 3). On July 6, 2016, the Company implemented a dividend reinvestment plan (the “Plan”) (Note 15). As of September 30, 2022, under the Plan, the Company has issued to its common stockholders 18,639,898 shares, in aggregate. As of September 30, 2022, the aggregate outstanding share capital was 121,723,811 common shares. As of September 30, 2022, members of the Konstantakopoulos Family owned, directly or indirectly, approximately 60.5% of the outstanding common shares, in the aggregate.
As of September 30, 2022, the Company owned and/or operated a fleet of 72 container vessels with a total carrying capacity of approximately 545,765 twenty-foot equivalent units (“TEU”) and 45 dry bulk vessels with a total carrying capacity of approximately 2,436,134 of dead-weight tonnage (“DWT”), through wholly owned subsidiaries. As of December 31, 2021, the Company owned and/or operated a fleet of 72 container vessels with a total carrying capacity of approximately 543,645 TEU and 43 dry bulk vessels with a total carrying capacity of approximately 2,320,750 of DWT, through wholly owned subsidiaries. The Company provides worldwide marine transportation services by chartering its container vessels to some of the world’s leading liner operators and since June 14, 2021, by chartering its dry bulk vessels to a diverse group of charterers (Note 3(d)).
At September 30, 2022, Costamare had 150 wholly-owned subsidiaries incorporated in the Republic of Liberia, 13 incorporated in the Republic of the Marshall Islands and one incorporated in the Republic of Cyprus.
Revenues for the nine-month periods ended September 30, 2021 and 2022, derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:
| 2021 | 2022 | |||
| A | 16% | 13% | ||
| B | 22% | 19% | ||
| C | 12% | 8% | ||
| D | 14% | 8% | ||
| E | 10% | 7% | ||
| Total | 74% | 55% |
Restricted cash consists of minimum cash deposits to be maintained at all times under certain of the Company’s loan agreements. Restricted cash also includes bank deposits and deposits in so-called ‘‘retention accounts’’ that are required under the Company’s borrowing arrangements which are used to fund the loan installments coming due as well as cash pledged as collateral for derivatives agreements. The reconciliation of the cash, cash equivalents and restricted cash at the end of the nine-month periods ended September 30, 2021 and 2022 is presented in the table below:
| 2021 | 2022 | |||||||
| Reconciliation of cash, cash equivalents and restricted cash | ||||||||
| Cash and cash equivalents | $ | 221,358 | $ | 619,832 | ||||
| Restricted cash – current portion | 8,789 | 10,855 | ||||||
| Restricted cash – non-current portion | 68,211 | 85,237 | ||||||
| Total cash, cash equivalents and restricted cash | $ | 298,358 | $ | 715,924 | ||||
| 6 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for annual financial statements. These statements and the accompanying notes should be read in conjunction with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 28, 2022.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. Operating results for the nine-month period ended September 30, 2022, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022.
As the international container shipping industry recovered from the COVID-19 pandemic, time charter rates improved significantly from their sizable pandemic-related declines until the first half of 2022, due to the increased demand for containerized goods coupled with inefficiencies in the global supply chain caused by the pandemic. However, since the end of June 2022, time charter rates for containerships (across all sizes) have demonstrated significant declines of 38% on average, mainly driven by reduced growth in the transportation of containerized goods, inflation and the normalization of supply chains.
Similarly, the economic environment of the dry bulk segment has improved during the year of 2021 and in the first half of 2022 due to the increase in the demand for commodities. The ongoing geopolitical conflict between Russia and Ukraine has negatively impacted the export of dry bulk commodities from the Black Sea region, causing importing countries to look to other regions of the world for their import needs. The net effect on dry bulk shipping charter rates caused by the sourcing of dry bulk commodities from areas outside the Black Sea region is difficult to quantify since rates are dependent on a plethora of factors including the effect of diplomatic efforts such as the multilateral agreement among Russia, Ukraine, Turkey and the United Nations to resume grain exports from the Black Sea region. However, due to several geopolitical factors, charter rates weakened during the third quarter of 2022 when compared to the second quarter of 2022. The conflict has also resulted in the imposition of sanctions that impact the international shipping industry. For example, our vessels may be required to make port calls in Russia that are not subject to primary sanctions but may, over time, expose us to secondary sanctions related to the maritime sector of the Russian economy.
The Company will continue to monitor the developments of the COVID-19 pandemic and of the Russia-Ukraine conflict along with their potential direct or indirect negative effects on the containership and dry bulk markets and will provide further updates on the situation if market circumstances warrant it.
2. Significant Accounting Policies and Recent Accounting Pronouncements:
A discussion of the Company’s significant accounting policies can be found in Note 2 of the Company’s Consolidated Financial Statements included in the Annual Report on Form 20-F for the year ended December 31, 2021. There have been no material changes to these policies in the nine-month period ended September 30, 2022, except for as discussed below:
Significant accounting policies:
| (a) | Derivative instruments: During the nine-month period ended September 30, 2022, the Company entered into a series of 20 interest rate cap agreements with counterparties, with a total notional amount of $617,069 to limit the maximum interest rate on the variable-rate debt of the term loans discussed in Notes 11.A.6, 11.A.22, 11.A.24, 11.A.27, 11.A.28, 11.A.31, 11.A.32 and 11.A.36 and limit exposure to interest rate variability when three-month LIBOR or Daily Compounded SOFR exceeds 1.50% or 3.00%. The interest rate caps were accounted for as cash flow hedges because they are expected to be highly effective in hedging variable rate interest payments under the term loans discussed in Notes 11.A.6, 11.A.22, 11.A.24, 11.A.27, 11.A.28, 11.A.31, 11.A.32 and 11.A.36. Changes in the fair value of the interest rate caps are reported within accumulated other comprehensive income. The initial value of the component excluded from the assessment of effectiveness is recognized in earnings using a systematic and rational method over the life of the hedging instrument. Any amounts excluded from the assessment of hedge effectiveness is presented in the same income statement line being Interest and finance costs where the earnings effect of the hedged item is presented. The interest rate caps mature within the period from July 2024 to January 2028. |
| (b) | Short-term investments: Short-term investments consist of U.S. Treasury Bills with maturities exceeding three months at the time of purchase and are stated at amortized cost, which approximates fair value. |
| (c) | Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the number of outstanding shares in the open market. When shares are repurchased, they may either be cancelled or held for reissue. If not cancelled, such shares are referred to as treasury shares. The cost of the acquired shares is shown as a deduction in stockholders' equity. Dividends on such shares held in the entity’s treasury should not be reflected as income and are not shown as a reduction in equity. Depending on whether the shares are acquired for reissuance or retirement, treasury shares are accounted for under the cost method or the constructive retirement method. The cost method is also used when the reporting entity’s management has not made decisions as to whether the reacquired shares will be retired, held indefinitely or reissued. The Company elected for the repurchase of its common shares to be accounted for under the cost method. Under this method, the treasury stock account is charged for the aggregate cost of shares reacquired. |
| 7 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
New Accounting Pronouncements – Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be terminated because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848). The amendments in this Update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this Update to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments in this Update apply to all entities that elect to apply the optional guidance in Topic 848. ASU 2020-04 and ASU 2021-10 can be adopted as of March 12, 2020 through December 31, 2022. As of September 30, 2022, the Company has not yet elected any optional expedients provided in the standard. The Company will apply the accounting relief as relevant contract and hedge accounting relationship modifications are made during the reference rate reform transition period. The Company will continue to evaluate the potential impact of adopting the standards on its consolidated financial statements.
3. Transactions with Related Parties:
(a) Costamare Shipping Company S.A. (“Costamare Shipping”) and Costamare Shipping Services Ltd. (“Costamare Services”): Costamare Shipping is a ship management company wholly owned by Mr. Konstantinos Konstantakopoulos, the Company’s Chairman and Chief Executive Officer. Costamare Shipping provides the Company with commercial, technical and other management services pursuant to a Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020 and as further amended and restated on June 28, 2021 (the “Framework Agreement”), and separate ship management agreements with the relevant vessel owning subsidiaries. The Company amended and restated the Framework Agreement in 2020 to allow Costamare Shipping to retain certain relevant payouts from insurance providers and in 2021 to allow Costamare Shipping to provide services in relation to other types of vessels (including dry bulk vessels), in addition to container vessels. Costamare Services, a company controlled by the Company’s Chairman and Chief Executive Officer and members of his family, provides, pursuant to a Services Agreement dated November 2, 2015 as amended and restated on June 28, 2021 (the “Services Agreement”), the Company’s vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services. Costamare Shipping and Costamare Services are not part of the consolidated group of the Company.
On November 27, 2015, the Company amended and restated the Registration Rights Agreement entered into in connection with the Company’s Initial Public Offering, to extend registration rights to Costamare Shipping and Costamare Services each of which have received or may receive shares of its common stock as fee compensation.
Pursuant to the Framework Agreement and the Services Agreement, Costamare Shipping and Costamare Services received (i) for each vessel a daily fee of $1.020 and $0.510 for any vessel subject to a bareboat charter, effective from January 1, 2022 (prior to that date the daily fee was $0.956 and $0.478 for any vessel subject to a bareboat charter), prorated for the calendar days the Company owned each vessel and for the three-month period following the date of the sale of a vessel, (ii) a flat fee of $840, effective from January 1, 2022 (prior to that date the flat fee was $787 for the construction of any newbuild vessel), for the supervision of the construction of any newbuild vessel contracted by the Company, (iii) a fee 1.25% on all gross freight, demurrage, charter hire, ballast bonus or other income earned with respect to each vessel in the Company’s fleet and (iv) a quarterly fee of $667 (as of January 1, 2022; prior to that date the quarterly fee was $625) plus the value of 149,600 shares which Costamare Services may elect to receive in kind. Fees under (i), and (ii) and the quarterly fee under (iv) are annually adjusted upwards to reflect any strengthening of the Euro against the U.S. dollar and/or material unforeseen cost increases.
The Company is able to terminate the Framework Agreement and/or the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2025, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above.
| 8 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
V.Ships Greece Ltd. (“V.Ships Greece”) is a third party ship manager that provides management services to the Company’s vessels (as well as to vessels acquired under the Framework Deed and to third party vessels). As at September 30, 2022, V.Ships Greece provided services to 65 Costamare vessels, of which 16 were subcontracted for certain management services to V.Ships (Shanghai) Limited.
Management fees charged by Costamare Shipping in the nine-month periods ended September 30, 2021 and 2022, amounted to $19,939 and $32,868, respectively, and are included in Management fees-related parties in the accompanying consolidated statements of income. In addition, Costamare Shipping and Costamare Services charged (i) $10,606 for the nine-month period ended September 30, 2022 ($6,396 for the nine-month period ended September 30, 2021), representing a fee of 1.25% on all gross revenues, as provided in the Framework Agreement and the Services Agreement, as applicable, which is included in Voyage expenses-related parties in the accompanying consolidated statements of income, (ii) $2,000, which is included in General and administrative expenses – related parties in the accompanying consolidated statements of income for the nine-month period ended September 30, 2022 ($1,875 for the nine-month period ended September 30, 2021) and (iii) $5,701, representing the fair value of 448,800 shares, which is included in General and administrative expenses – related parties in the accompanying consolidated statements of income for the nine-month period ended September 30, 2022 ($5,523 for the nine-month period ended September 30, 2021). Furthermore, in accordance with the management agreements with V.Ships Greece and the other third-party managers, V.Ships Greece and the other third-party managers have been provided with the amount of $75 and $50 per vessel as working capital security. As at December 31, 2021, it was $5,525 in aggregate, of which $5,075 is included in Accounts receivable, net, non-current and $450 in Accounts receivable, net in the accompanying 2021 consolidated balance sheet. As at September 30, 2022, it was $5,625 in aggregate, of which $5,250 is included in Accounts receivable, net, non-current and $375 in Accounts receivable, net in the accompanying 2022 consolidated balance sheet.
During the nine-month periods ended September 30, 2021 and 2022, Costamare Shipping charged in aggregate to the companies established pursuant to the Framework Deed (Notes 9 and 10) the amounts of $1,916 and $1,328, respectively, for services provided in accordance with the respective management agreements. The balance due from Costamare Shipping at September 30, 2022 amounted to $3,447 and is included in Due from related parties in the accompanying consolidated balance sheet. The balance due to Costamare Shipping at December 31, 2021 amounted to $743 and is included in Due to related parties in the accompanying consolidated balance sheet. The balance due to Costamare Services at December 31, 2021 and September 30, 2022, amounted to $951 and $833, respectively, and is included in Due to related parties in the accompanying consolidated balance sheets.
(b) Shanghai Costamare Ship Management Co., Ltd. (“Shanghai Costamare”): Shanghai Costamare, a company incorporated in the People’s Republic of China, controlled by the Company’s Chairman and Chief Executive Officer, provided certain vessel-owning subsidiaries with management services. Shanghai Costamare was not part of the consolidated group of the Company. On October 16, 2020, it was agreed that Shanghai Costamare would terminate operations and the owners of the 16 Company’s containerships that were managed by Shanghai Costamare on that date entered into ship managements agreements with V.Ships Greece, which subcontracted certain management services to V.Ships (Shanghai) Limited. The actual transfer of the management of 15 vessels was completed on December 31, 2020. On January 8, 2021, the management of the remaining vessel was fully taken over by V.Ships (Shanghai) Limited. There was no balance due from/to Shanghai Costamare at both December 31, 2021 and September 30, 2022.
(c) Blue Net Chartering GmbH & Co. KG (“BNC”) and Blue Net Asia Pte., Ltd. (“BNA”): On January 1, 2018, Costamare Shipping appointed, on behalf of the vessels it manages, BNC, a company 50% (indirectly) owned by the Company’s Chairman and Chief Executive Officer, to provide charter brokerage services to all container vessels under its management (including container vessels owned by the Company). BNC provides exclusive charter brokerage services to containership owners. Under the charter brokerage services agreement as amended, each container vessel-owning subsidiary paid a fee of €9,413 for the year ended December 31, 2021 and the nine-month period ended September 30, 2022, in respect of each vessel, prorated for the calendar days of ownership (including as disponent owner under a bareboat charter agreement), provided that in respect of container vessels chartered on January 1, 2018, which remain chartered under the same charter party agreement in effect on January 1, 2018, the fee was €1,281 for the year ended December 31, 2021 and the nine-month period ended September 30, 2022 in respect of each vessel, prorated for the calendar days of ownership (including as disponent owner under a bareboat charter agreement). On March 29, 2021, four of the Company’s container vessels agreed to pay a daily brokerage commission of $0.165 per day to BNC in connection with charters arranged by it. During the nine-month periods ended September 30, 2021 and 2022, BNC charged the ship-owning companies $391 and $567, respectively, which are included in Voyage expenses—related parties in the accompanying consolidated statements of income. BNC also provided chartering services to a revenue sharing pool (until 31 August 2021), which included one of the Company’s container vessels. In addition, on March 31, 2020, Costamare Shipping agreed, on behalf of five of the container vessels it manages, to pay to BNA, a company 50% (indirectly) owned by the Company’s Chairman and Chief Executive Officer, a commission of 1.25% of the gross daily hire earned from the charters arranged by BNA for these five Company container vessels. During each of the nine-month periods ended September 30, 2021 and 2022, BNA charged the ship-owning companies $553 which are included in Voyage expenses – related parties in the accompanying consolidated statements of income.
| 9 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
(d) Longshaw Maritime Investments S.A. (“Longshaw”): On June 14, 2021, the Company entered into a Shares Purchase Agreement (“SPA’’) with Longshaw, a related party entity controlled by the Company’s Chairman and Chief Executive Officer, Mr. Konstantinos Konstantakopoulos, for the acquisition of all of its equity interest in 16 companies, which had acquired or had agreed to acquire dry bulk vessels. The aggregate purchase price, which was paid by the Company on September 9, 2021, for the acquisition of these 16 companies was $54,491, in exchange for the net assets of the acquired companies, that amounted to $54,578. During the year ended December 31, 2021, all of the dry bulk vessels that were part of the acquisition, Builder, Pegasus, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena, Farmer and Greneta (with an aggregate DWT of 932,329) were delivered to the Company. The acquisition has been accounted as a transaction between companies under common control and the excess of the carrying value of the net assets acquired above the purchase price agreed amounting to $86 was recorded as a capital contribution within additional paid in capital.
(e) LC LAW Stylianou & Associates LLC (“LCLAW”): LCLAW is a law firm 100% owned by Lora Stylianou, who is the non-executive President of the Board of Directors of Costamare Participations Plc (Note 11.C), a wholly owned subsidiary of the Company. LCLAW provides legal services to Costamare Participations Plc. During the nine-month period ended September 30, 2022, LCLAW charged Costamare Participations Plc $29, which are included in “General and Administrative Expenses - Related Parties” in the accompanying consolidated statements of income ($77 in total for the nine-month period ended September 30, 2021). There was no balance due from/to LCLAW at both December 31, 2021 and September 30, 2022.
(f) Other related parties' transactions: On November 3, 2010, the Company and the Company’s Chairman and Chief Executive Officer, Mr. Konstantinos Konstantakopoulos, entered into a Restrictive Covenant Agreement (the “Original RCA”), pursuant to which the activities of Mr. Konstantakopoulos with respect to the container vessel sector, because of his capacity as a director or officer of the Company, were restricted. In July 2021, the Original RCA was amended and restated, and Mr. Konstantakopoulos agreed to similarly restrict his activities in the dry bulk sector.
4. Segmental Financial Information
Since June 14, 2021 (Note 3(d)), the Company has two reportable segments from which it derives its revenues: (1) container vessels segment and (2) dry bulk vessels segment. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different services. The container vessel business segment consists of transportation of containerized products through ownership and trading of container vessels. The dry bulk business segment consists of transportation of dry bulk cargoes through ownership and trading of dry bulk vessels.
The tables below present information about the Company’s reportable segments as of December 31, 2021 and September 30, 2022, and for the nine-month periods ended September 30, 2021 and 2022. The Company measures segment performance based on net income. Items included in the segment net income are allocated to the extent that the items are directly or indirectly attributable to the segments. With regards to the items that are allocated by indirect calculation, their allocations keys are defined on the basis of each segment’s drawing on key resources. The Other segment includes items that due to their nature are not allocated to any of the Company’s reportable segments. As of December 31, 2021 and September 30, 2022 and for the nine-month periods ended September 30, 2021 and 2022, Other segment includes equity method investments’ balances and income and short-term investments. Summarized financial information concerning each of the Company’s reportable segments is as follows:
| 10 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
| For the nine-month period ended September 30, 2022 | ||||||||||||||||
| Container vessels segment | Dry bulk vessels segment | Other | Total | |||||||||||||
| Voyage revenue | $ | 591,758 | $ | 256,670 | $ | — | $ | 848,428 | ||||||||
| Vessels’ operating expenses | (126,398 | ) | (71,932 | ) | — | (198,330 | ) | |||||||||
| Depreciation | (94,604 | ) | (29,632 | ) | — | (124,236 | ) | |||||||||
| Amortization of dry-docking and special survey costs | (8,518 | ) | (941 | ) | — | (9,459 | ) | |||||||||
| Gain on sale of vessels, net | 17,798 | 3,452 | — | 21,250 | ||||||||||||
| Interest income | 677 | 416 | — | 1,093 | ||||||||||||
| Interest and finance costs | (73,229 | ) | (13,215 | ) | — | (86,444 | ) | |||||||||
| Income from equity method investments | — | — | 1,593 | 1,593 | ||||||||||||
| Net Income for the Period | $ | 262,009 | $ | 96,914 | $ | 1,593 | $ | 360,516 | ||||||||
| For the nine-month period ended September 30, 2021 | ||||||||||||||||
| Container vessels segment | Dry bulk vessels segment | Other | Total | |||||||||||||
| Voyage revenue | $ | 475,083 | $ | 34,638 | $ | — | $ | 509,721 | ||||||||
| Vessels’ operating expenses | (110,172 | ) | (9,144 | ) | — | (119,316 | ) | |||||||||
| Depreciation | (92,338 | ) | (3,672 | ) | — | (96,010 | ) | |||||||||
| Amortization of dry-docking and special survey costs | (7,546 | ) | (18 | ) | — | (7,564 | ) | |||||||||
| Gain on sale of vessels, net | 18,075 | — | — | 18,075 | ||||||||||||
| Interest income | 1,554 | — | — | 1,554 | ||||||||||||
| Interest and finance costs | (59,464 | ) | (1,329 | ) | — | (60,793 | ) | |||||||||
| Income from equity method investments | — | — | 12,005 | 12,005 | ||||||||||||
| Net Income for the Period | $ | 186,388 | $ | 15,597 | $ | 71,982 | $ | 273,967 | ||||||||
| As of September 30, 2022 | ||||||||||||||||
| Container vessels segment | Dry bulk vessels segment | Other | Total | |||||||||||||
| Total Assets | $ | 3,978,008 | $ | 771,604 | $ | 45,141 | $ | 4,794,753 | ||||||||
| As of December 31, 2021 | ||||||||||||||||
| Container vessels segment | Dry bulk vessels segment | Other | Total | |||||||||||||
| Total Assets | $ | 3,672,212 | $ | 714,957 | $ | 19,872 | $ | 4,407,041 | ||||||||
5. Current Assets: Short-term investments / Non-current Assets: Debt Securities, Held to Maturity, and Other Non-Current Assets:
In 2014, Zim Integrated Services (“Zim”) agreed with its creditors, including vessel and container lenders, ship-owners, shipyards, unsecured lenders and bond holders, to restructure its debt. Based on this agreement, the Company received Zim shares representing approximately 1.2% of the outstanding Zim shares immediately after the restructuring and $8,229 aggregate principal amount of unsecured interest-bearing Zim notes maturing in 2023 consisting of $1,452 of 3.0% Series 1 Notes due 2023 amortizing subject to available cash flows in accordance with a corporate mechanism and $6,777 of 5.0% Series 2 Notes due 2023 non-amortizing (of the 5% interest, 3% is payable quarterly in cash and 2% interest is accrued quarterly with deferred cash payment on maturity) in exchange for amounts owed by Zim to the Company under their charter agreements. The Company calculated the fair value of the instruments received from Zim based on the agreement discussed above, available information on Zim and other similar contracts with similar terms, maturities and interest rates, and recorded at fair value of $676 in relation to the Series 1 Notes, $3,567 in relation to the Series 2 Notes and $7,802 in relation to its equity participation in Zim. The difference between the aggregate fair value of the debt and equity securities received from Zim and the then net carrying value of the amounts due from Zim of $2,888 was written-off in 2014.
| 11 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
The Company accounted on a quarterly basis, for the unwinding of the interest on the Series 1 and Series 2 Notes. During the nine-month period ended September 30, 2021, the Company recorded $458 in relation to their unwinding, which is included in “Interest income” in the 2021 consolidated statement of income. The Company had classified such debt securities under Debt securities, held to maturity, since it had no intention to sell the securities in the near term. During the year ended December 31, 2016, the Company received $46 capital redemption of the Series 1 Notes, reducing the principal to $1,406. Additionally, on March 22, 2021, the Company received $394 capital redemption of the Series 1 Notes, reducing the principal to $1,012, as of that date. Furthermore, in June 2021, the Company received $7,789 capital redemption of the Series 1 and 2 Notes, in aggregate, and the outstanding balance at the date of the capital redemption of $6,774, net of accumulated provision for Credit losses of $569 calculated as of December 31, 2020, following the provisions of “ASC 326 Financial Instruments — Credit Losses”, was fully settled. As a result of the full redemption of the Series 1 and Series 2 Notes, the Company recorded a gain of $1,015, which is included in Other, net, in the accompanying 2021 statement of income. The Series 1 and Series 2 Zim Notes were carried at amortized cost. These financial instruments were not measured at fair value on a recurring basis. The Company assessed the provisions of “ASC 326 Financial Instruments — Credit Losses” in relation to its Series 1 and Series 2 Notes securities and a Credit loss provision of $245 was calculated as of March 31, 2021 and as result a gain of $324 is included in Other, net in the 2021 consolidated statement of income. The remaining securities were fully redeemed in June 2021.
On January 28, 2021, Zim completed its initial public offering in the United States under the United States Securities Act of 1933, as amended. Since then, the Company classified the equity securities of Zim that it owned at Fair Value through Net Income as the Company did not have the ability to exercise significant influence on matters at Zim, and there is readily available fair value for these securities. The Company recorded the subsequent changes in fair value in the consolidated statements of income based on the closing price of Zim ordinary shares on the New York Stock Exchange (NYSE) on each reporting date (Level 1 inputs of the fair value hierarchy). In September 2021, the Company received a special dividend amounting to $1,833, which is separately reflected in Dividend income in the accompanying 2021 statement of operations. As of September 30, 2021, the Company owned 1,221,800 ordinary shares of Zim with a fair value of $61,945 based on the closing price of Zim ordinary shares on the NYSE on that date. For the nine-month period ended September 30, 2021, the fair value measurement of investment in equity securities of $58,144 is separately reflected in the 2021 consolidated statement of income. During the year ended December 31, 2021, the Company sold its 1,221,800 ordinary shares of Zim and recorded a gain of $60,161. As of December 31, 2021, the Company did not hold any Zim securities.
On April 11, 2022 and July 6, 2022, the Company purchased two zero-coupon U.S. treasury bills (the “Bills”) with a face value of $10,000 at a cost of $9,945 and $15,000 at a cost of $14,811, respectively. Both Bills have a maturity exceeding three months at the time of purchase and are stated at amortized cost, which approximates their fair value.
6. Inventories:
Inventories in the accompanying consolidated balance sheets relate to bunkers, lubricants and spare parts on board the vessels.
7. Vessels and advances, net:
The amounts in the accompanying consolidated balance sheets are as follows:
| Vessel Cost | Accumulated Depreciation | Net Book Value | ||||||||||
| Balance, January 1, 2022 | $ | 4,687,896 | $ | (1,037,704) | $ | 3,650,192 | ||||||
| Depreciation | — | (120,905 | ) | (120,905 | ) | |||||||
| Vessel acquisitions, advances and other vessels’ costs | 243,937 | — | 243,937 | |||||||||
| Vessel sales, transfers and other movements | (139,126 | ) | 71,114 | (68,012 | ) | |||||||
| Balance, September 30, 2022 | $ | 4,792,707 | $ | (1,087,495 | ) | $ | 3,705,212 | |||||
| 12 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
During the nine-month period ended September 30, 2022, the Company acquired the secondhand container vessel Dyros with a TEU capacity of 4,578, and three secondhand dry bulk vessels, the Oracle, Libra and Norma with an aggregate DWT of 172,717. Furthermore, during the nine-month period ended September 30, 2022, the Company prepaid the outstanding balances of Jodie Shipping Co., Kayley Shipping Co., Plange Shipping Co. and Simone Shipping Co. finance lease liabilities (Note 12) and re-acquired the 2013-built, 8,827 TEU container vessels, MSC Athens and MSC Athos and the 2014-built, 4,957 TEU container vessels, Leonidio and Kyparissia. In addition, during the nine-month period ended September 30, 2022, the Company prepaid the outstanding balance of Benedict Maritime Co. (Note 11.B.2) and re-acquired the 2016-built, 14,424 TEU container vessel Triton.
During the nine-month period ended September 30, 2021, the Company (i) acquired the secondhand container vessels Aries, Argus, Glen Canyon, Androusa, Norfolk, Porto Cheli, Porto Kagio, Porto Germeno and Gialova with an aggregate TEU capacity of 49,909, (ii) took delivery of the newbuild container vessels YM Target and YM Tiptop with an aggregate TEU capacity of 25,380 and (iii) took delivery of 30 secondhand dry bulk vessels, 15 of which were part of the SPA (Note 3(d)), the Builder, Pegasus, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena and Farmer, with an aggregate DWT of 850,163 and 15 additional dry-bulk vessels that were agreed to be acquired during the nine-month period ended September 30, 2021, the Bernis, Verity, Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo and Thunder, with an aggregate DWT of 659,021.
During the nine-month period ended September 30, 2021, the Company purchased the equity interest (in the range from 51% to 75%) held by funds managed and/or advised by York Capital Management Global Advisors LLC and its affiliate Sparrow Holdings, L.P. (collectively, “York”) (Notes 9 and 10) in the companies owning the containerships Cape Akritas, Cape Tainaro, Cape Artemisio, Cape Kortia and Cape Sounio, with an aggregate capacity of 55,050 TEU, at an aggregate net consideration price of $88,854 after subtracting term loans of $302,193 (Note 11) assumed at the time of the acquisition. As a result, the Company acquired the controlling interest and became the sole shareholder of the vessel owning companies of the said five container vessels (Note 10). Any favorable or unfavorable lease terms associated with these vessels were recorded as an intangible asset or liability (“Time charter assumed”) at the time of the acquisition. The aggregate Time charter assumed, net, at the time of the acquisitions was a liability of $589, current and non-current portion (Note 13). Management accounted for this acquisition as an asset acquisition under ASC 805 “Business Combinations”.
During the nine-month period ended September 30, 2021, the Company agreed to acquire (i) the 2008-built, 4,578 TEU secondhand container vessel Dyros and (ii) six secondhand dry bulk vessels (Titan I, Rose, Equity, Bermondi, Curacao and Cetus) with an aggregate capacity of 317,713 DWT. All vessels, with the exception of Dyros, which was delivered to the Company during the nine-month period ended September 2022, were delivered to the Company during the fourth quarter of 2021.
During the year ended December 31, 2021, the Company ordered from a shipyard a number of newbuild container vessels (some 12,690 TEU and some 15,000 TEU). During the nine-month period ended September 30, 2022, the Company served notices of termination for the abovementioned shipbuilding contracts due to the shipyard’s repudiation thereof/default thereunder and has served notice of arbitration to the relevant shipyard under the said shipbuilding contracts.
On February 14, 2022, the Company decided to make arrangements to sell the container vessels Sealand Washington and Maersk Kalamata and on March 30, 2022, the dry bulk vessel Thunder. At these dates, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the three vessels as “held for sale” were met. As of September 30, 2022, the amount of $55,194, included in Vessels held for sale in the September 30, 2022 consolidated balance sheet, represents the aggregate carrying value of Sealand Washington and Maersk Kalamata at the time that held for sale criteria were met on the basis that as of that date each vessel’s fair value less cost to sell exceeded each vessel’s carrying value. Each vessel’s fair value is based on its estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy). The container vessels Sealand Washington and Maersk Kalamata are expected to be delivered to their new owners between the fourth quarter of 2022 and the first quarter of 2023.
On December 9, 2021, the Company decided to make arrangements to sell the container vessels Sealand Illinois, Sealand Michigan, York and Messini. At that date, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the vessel as “held for sale” were met. As of December 31, 2021, the amount of $78,799 (including $3,742 transferred from Deferred charges, net), separately reflected in Vessels held for sale in the 2021 consolidated balance sheet, represents the aggregate carrying value of those vessels at the time that held for sale criteria were met on the basis that as of that date each vessel’s fair value less cost to sell exceeded each vessel’s carrying value. Their fair value was based on the vessel’s estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy). The container vessels Sealand Illinois, Sealand Michigan and York are expected to be delivered to their new owners during the fourth quarter of 2022 (Note 22(c)).
During the nine-month period ended September 30, 2022, the Company sold the dry bulk vessel Thunder and the container vessel Messini, which were classified as held for sale at March 30, 2022 and December 9, 2021, respectively and recognized an aggregate gain of $21,250, which is separately reflected in Gain on sale of vessels, net in the accompanying consolidated statement of income for the nine-month period ended September 30, 2022.
| 13 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
During the nine-month period ended September 30, 2021, the Company sold the container vessels Halifax Express, which was held for sale at December 31, 2020 and Prosper and Venetiko, which were held for sale at March 31, 2021 and recognized a net gain of $18,075, which is separately reflected in Gain on sale of vessels, net in the accompanying consolidated statement of income for the nine-month period ended September 30, 2021.
On June 10, 2021, the Company decided to make arrangements to sell the container vessels ZIM Shanghai and ZIM New York. At that date, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the two vessels as “held for sale” were met. Both vessels were sold during the year ended December 31, 2021.
As of September 30, 2022, 104 of the Company’s vessels, with a total carrying value of $2,911,534, have been provided as collateral to secure the long-term debt discussed in Note 11. This excludes the vessels YM Triumph, YM Truth, YM Totality, YM Target and YM Tiptop, the four vessels acquired in 2018 under the Share Purchase Agreement (Note 11.B) with York and four unencumbered vessels.
8. Deferred Charges, net:
Deferred charges, net include the unamortized dry-docking and special survey costs. The amounts in the accompanying consolidated balance sheets are as follows:
| Balance, January 1, 2022 | $ | 31,859 | ||
| Additions | 28,065 | |||
| Amortization | (9,459 | ) | ||
| Write-off and other movements (Note 7) | (1,668 | ) | ||
| Balance, September 30, 2022 | $ | 48,797 |
During the nine-month period ended September 30, 2022, 15 vessels underwent and completed their dry-docking and special survey and one vessel was in the process of completing its dry-docking and special survey. During the nine-month period ended September 30, 2021, 11 vessels underwent and completed their dry-docking and special survey and three were in the process of completing their dry-docking and special survey. The amortization of the dry-docking and special survey costs is separately reflected in the accompanying consolidated statements of income.
9. Costamare Ventures Inc.:
On May 18, 2015, the Company, along with its wholly-owned subsidiary, Costamare Ventures Inc. (“Costamare Ventures”), amended and restated the Framework Deed, which was further amended on June 12, 2018 (the “Framework Deed”) with York to invest jointly in the acquisition and construction of container vessels. Under the Framework Deed, the decisions regarding vessel acquisitions are made jointly by Costamare Ventures and York and the Company reserves the right to acquire any vessels that York decides not to pursue. The commitment period ended on May 15, 2020 and the termination of the Framework Deed will occur on May 15, 2024, or upon the occurrence of certain extraordinary events as described therein.
On termination and on the occurrence of certain extraordinary events, Costamare Ventures may elect to divide the vessels owned by all such vessel-owning entities between itself and York to reflect their cumulative participation in all such entities. Costamare Shipping provides ship management and administrative services to the vessels acquired under the Framework Deed, with the right to subcontract to V.Ships Greece.
As at September 30, 2022, the Company holds 49% of the capital stock of five jointly-owned companies formed pursuant to the Framework Deed with York (Note 10). The Company accounts for the entities formed under the Framework Deed as equity investments.
| 14 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
10. Equity Method Investments:
The companies accounted for as equity method investments, all of which are incorporated in the Marshall Islands, are as follows:
| Entity | Vessel | Participation % September 30, 2022 |
Date Established /Acquired | |||
| Steadman Maritime Co. | - | 49% | July 1, 2013 | |||
| Marchant Maritime Co. (*) | - | - | - | |||
| Horton Maritime Co. (*) | - | - | - | |||
| Smales Maritime Co. (**) | - | - | - | |||
| Geyer Maritime Co. | Arkadia | 49% | May 18, 2015 | |||
| Goodway Maritime Co. | Monemvasia | 49% | September 22, 2015 | |||
| Platt Maritime Co. | Polar Argentina | 49% | May 18, 2015 | |||
| Sykes Maritime Co. | Polar Brasil | 49% | May 18, 2015 |
(*) Dissolved on June 24, 2021
(**) Dissolved on August 16, 2022
During the nine-month period ended September 30, 2022, the Company received, in the form of a special dividend, $1,128 from Steadman Maritime Co.
During the year ended December 31, 2021, Steadman Maritime Co. sold its vessel Ensenada and provided a special dividend to the Company amounting to $15,190. On March 22, 2021, March 24, 2021 and March 29, 2021, the Company entered into three share purchase agreements to acquire the ownership interest (in the range of 51% to 75%) held by funds managed and/or advised by York in five jointly-owned companies, namely Ainsley Maritime Co. and Ambrose Maritime Co., Hyde Maritime Co. and Skerrett Maritime Co. and Kemp Maritime Co., which had been formed pursuant to the Framework Deed. At the date of the acquisition, the aggregate net value of assets and liabilities transferred to the Company amounted to $141,040. Management accounted for this acquisition as an asset acquisition under ASC 805 “Business Combinations” whereas the cost consideration over proportionate cost of the net asset values acquired was proportionally allocated on a relative fair value basis to the net identifiable assets acquired (that is to the vessels and related time charters (Note 13)).
For the nine-month periods ended September 30, 2021 and 2022, the Company recorded net income of $12,005 and $1,593, respectively, from equity method investments, which is separately reflected as Income from equity method investments in the accompanying consolidated statements of income.
The summarized combined financial information of the companies accounted for as equity method investment is as follows:
| December 31, 2021 | September 30, 2022 | |||||||
| Current assets | $ | 12,468 | $ | 11,155 | ||||
| Non-current assets | 92,770 | 92,407 | ||||||
| Total assets | $ | 105,238 | $ | 103,562 | ||||
| Current liabilities | $ | 6,576 | $ | 7,926 | ||||
| Non-current liabilities | 58,110 | 54,132 | ||||||
| Total liabilities | $ | 64,686 | $ | 62,058 | ||||
| Nine-month period ended September 30, | ||||||||
| 2021 | 2022 | |||||||
| Voyage revenue | $ | 36,938 | $ | 17,147 | ||||
| Net income | $ | 25,874 | $ | 3,254 | ||||
| 15 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
11. Long-Term Debt:
The amounts shown in the accompanying consolidated balance sheets consist of the following:
| Borrower(s) | December 31, 2021 |
September 30, 2022 |
||||||||
| A. | Term Loans: | |||||||||
| 1. | Nerida Shipping Co. | 9,975 | - | |||||||
| 2. | Singleton Shipping Co. and Tatum Shipping Co. | 37,600 | 35,200 | |||||||
| 3. | Reddick Shipping Co. and Verandi Shipping Co. | - | - | |||||||
| 4. | Costamare. Inc. | 30,188 | - | |||||||
| 5. | Bastian Shipping Co. and Cadence Shipping Co. | 98,000 | 86,600 | |||||||
| 6. | Adele Shipping Co. | 54,500 | 50,000 | |||||||
| 7. | Costamare Inc. | 123,990 | 115,320 | |||||||
| 8. | Quentin Shipping Co. and Sander Shipping Co. | 72,898 | 66,864 | |||||||
| 9. | Costamare Inc. | 24,554 | - | |||||||
| 10. | Capetanissa Maritime Corporation et al. | 56,500 | 33,582 | |||||||
| 11. | Caravokyra Maritime Corporation et al. | 54,400 | 14,385 | |||||||
| 12. | Achilleas Maritime Corporation et al. | - | - | |||||||
| 13. | Kelsen Shipping Co. | 4,050 | 2,025 | |||||||
| 14. | Uriza Shipping S.A. | 17,400 | - | |||||||
| 15. | Berg Shipping Co. | 11,660 | 10,820 | |||||||
| 16. | Reddick Shipping Co. and Verandi Shipping Co. | 14,900 | - | |||||||
| 17. | Evantone Shipping Co. and Fortrose Shipping Co. | 20,750 | 18,500 | |||||||
| 18. | Ainsley Maritime Co. and Ambrose Maritime Co. | 141,964 | 133,929 | |||||||
| 19. | Hyde Maritime Co. and Skerrett Maritime Co. | 138,519 | 130,038 | |||||||
| 20. | Kemp Maritime Co. | 70,350 | 65,800 | |||||||
| 21. | Vernes Shipping Co. | 12,650 | - | |||||||
| 22. | Achilleas Maritime Corporation et al. | 125,360 | 77,456 | |||||||
| 23. | Novara et al. | 63,833 | 67,730 | |||||||
| 24. | Costamare Inc. | 59,952 | 51,809 | |||||||
| 25. | Costamare Inc. | 80,228 | 74,580 | |||||||
| 26. | Costamare Inc. | - | - | |||||||
| 27. | Costamare Inc. | 79,348 | 25,156 | |||||||
| 28. | Amoroto et al. | 103,423 | 70,905 | |||||||
| 29. | Costamare Inc. | - | - | |||||||
| 30. | Dattier Marine Corp et al. | 43,480 | 28,953 | |||||||
| 31. | Bernis Marine Corp. et al. | - | 49,431 | |||||||
| 32. | Costamare Inc. | - | 53,808 | |||||||
| 33. | Costamare Inc. | - | 70,000 | |||||||
| 34. | Adstone Marine Corp. et al. | - | 10,463 | |||||||
| 35. | Amoroto et al. | - | 37,100 | |||||||
| 36. | Benedict et al. | - | 479,476 | |||||||
| 37. | Reddick Shipping Co. and Verandi Shipping Co. | - | 46,000 | |||||||
| Total Term Loans | $ | 1,550,472 | $ | 1,905,930 | ||||||
| B. | Other financing arrangements | 803,589 | 690,228 | |||||||
| C. | Unsecured Bond Loan | 113,260 | 97,480 | |||||||
| Total long-term debt | $ | 2,467,321 | $ | 2,693,638 | ||||||
| Less: Deferred financing costs | (25,238 | ) | (24,174 | ) | ||||||
| Total long-term debt, net | 2,442,083 | $ | 2,669,464 | |||||||
| Less: Long-term debt current portion | (278,326) | (361,831) | ||||||||
| Add: Deferred financing costs, current portion | 5,961 | 5,812 | ||||||||
| Total long-term debt, non-current, net | $ | 2,169,718 | $ | 2,313,445 | ||||||
| 16 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
A. Term Loans:
1. On August 1, 2017, Nerida Shipping Co. entered into a loan agreement with a bank for an amount of up to $17,625 for the purpose of financing general corporate purposes relating to Maersk Kowloon. On August 3, 2017 the Company drew the amount of $17,625. On July 1, 2022, the then outstanding balance of $9,075 was fully repaid.
2. On July 17, 2018, Tatum Shipping Co. and Singleton Shipping Co. entered into a loan agreement with a bank for an amount of up to $48,000, for the purpose of financing general corporate purposes relating to the vessels Megalopolis and Marathopolis. The facility has been drawn down in two tranches on July 20, 2018 and August 2, 2018. As of September 30, 2022, the outstanding balance of Tranche A of $17,600 is repayable in 12 equal quarterly installments of $400, from October 2022 to June 2025 and a balloon payment of $12,800 payable together with the last installment. As of September 30, 2022, the outstanding balance of Tranche B of $17,600 is repayable in 12 equal quarterly installments of $400, from November 2022 to July 2025 and a balloon payment of $12,800 payable together with the last installment.
3. On October 26, 2018, Reddick Shipping Co. and Verandi Shipping Co., entered into a loan agreement with a bank for an amount of up to $25,000, for the purpose of financing general corporate purposes relating to the vessels Maersk Kleven and Maersk Kotka. The facility has been drawn down in two tranches on October 30, 2018. On March 24, 2021, the then outstanding balance of $14,020 was fully repaid.
4. On November 27, 2018, the Company entered into a loan agreement with a bank for an amount of $55,000 in order to refinance previously held loans. The facility has been drawn down in two tranches. Tranche A of $28,000 was drawn down on November 30, 2018 and Tranche B (the revolving part of the loan) of $27,000 was drawn down on December 11, 2018. During the year ended December 31, 2019 and following the sale of the vessels MSC Pylos, Sierra II, Reunion and Namibia II, the Company prepaid in aggregate, the amount of $10,615. On November 11, 2020, the Company drew down the amount of $5,803 under the revolving part of the loan and provided the vessel Scorpius as additional security. On June 23, 2022, following the agreement of the loan discussed in Note 11.A.36, the Company prepaid the amount of $21,242. On September 14, 2022, the then outstanding balance of $5,946 was fully repaid.
5. On June 18, 2019, Bastian Shipping Co. and Cadence Shipping Co., entered into a loan agreement with a bank for an amount of up to $136,000, for the purpose of financing the acquisition costs of MSC Ajaccio and MSC Amalfi (Note 12) and general corporate purposes relating to the two vessels. The facility was drawn down in two tranches on June 24, 2019. As of September 30, 2022, the aggregate outstanding balance of the two tranches of $86,600 is repayable in 19 variable quarterly installments, from December 2022 to June 2027 and a balloon payment per tranche of $14,400 payable together with the last installment.
6. On June 24, 2019, Adele Shipping Co. entered into a loan agreement with a bank for an amount of up to $68,000, for the purpose of financing the acquisition cost of MSC Azov (Note 12) and general corporate purposes relating to the vessel. The facility was drawn down on July 12, 2019. As of September 30, 2022, the outstanding balance of the loan of $50,000 is repayable in 16 equal quarterly installments of $1,500, from October 2022 to June 2026 and a balloon payment of $26,000 payable together with the last installment.
7. On June 28, 2019, the Company entered into a loan agreement with a bank for an amount of up to $150,000, in order to partially refinance two term loans. Vessels Value, Valence and Vantage were provided as security. The facility was drawn down in three tranches on July 15, 2019. As of September 30, 2022, the outstanding balance of each tranche of $38,440, is repayable in 12 equal quarterly installments of $963.3 from October 2022 to July 2025 and a balloon payment of $26,880, each payable together with the last installment.
8. On July 18, 2019, the Company entered into a loan agreement with a bank for an amount of up to $94,000, in order to partially refinance one term loan. Vessels Valor and Valiant were provided as security. The facility was drawn down in two tranches on July 24, 2019. As of September 30, 2022, the outstanding balance of each tranche of $33,431.8, is repayable in 12 equal quarterly installments of $1,005.7 from October 2022 to July 2025 and a balloon payment of $21,363.6 each payable together with the last installment.
9. On February 13, 2020, the Company entered into a loan agreement with a bank for an amount of up to $30,000 in order to partly finance the acquisition cost of the vessels Vulpecula, Volans, Virgo and Vela. On February 18, 2020, the Company drew down the amount of $30,000 in four tranches. On January 31, 2022, the then outstanding balance of $24,554 of the loan was fully repaid (Note 11.A.33).
10. On April 24, 2020, Capetanissa Maritime Corporation, Christos Maritime Corporation, Costis Maritime Corporation, Joyner Carriers S.A. and Rena Maritime Corporation, entered into a loan agreement with a bank for an amount of up to $70,000, in order to refinance two term loans. The facility was drawn down on May 6, 2020. On March 8, 2022, the Company prepaid $3,062, due to the sale of vessel Messini (Note 7), on the then outstanding balance. On June 28, 2022, following the agreement of the loan discussed in Note 11.A.36, the Company prepaid the amount of $13,964 of the loan. As of September 30, 2022, the outstanding balance of $33,582 is repayable in 11 equal quarterly installments of $1,518.8 from November 2022 to May 2025 and a balloon payment of $16,875 payable together with the last installment. As of September 30, 2022, the vessels York and Sealand Washington were classified as “Vessels held for sale” (Note 7) and the then aggregate outstanding amount of $16,130 is included in the Current portion of long-term debt, net of deferred financing costs in the accompanying balance sheet (Note 22(c)).
| 17 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
11. On May 29, 2020, Caravokyra Maritime Corporation, Costachille Maritime Corporation, Kalamata Shipping Corporation, Marina Maritime Corporation, Navarino Maritime Corporation and Merten Shipping Co., entered into a loan agreement with a bank for an amount of up to $70,000, in order to partly refinance one term loan. The facility was drawn down on June 4, 2020. On June 21, 2022, following the agreement of the loan discussed in Note 11.A.36, the Company prepaid the amount of $35,885 of the loan. As of September 30, 2022, the outstanding balance of $14,385 is repayable in 11 equal quarterly installments of $530 from December 2022 to June 2025 and a balloon payment of $8,555 payable together with the last installment. As of September 30, 2022, the vessel Maersk Kalamata was classified as “Vessel held for sale” (Note 7) and the then outstanding amount of $6,928 is included in the Current portion of long-term debt, net of deferred financing costs in the accompanying balance sheet.
12. On June 11, 2020, Achilleas Maritime Corporation, Angistri Corporation, Fanakos Maritime Corporation, Fastsailing Maritime Co., Flow Shipping Co., Idris Shipping Co., Leroy Shipping Co., Lindner Shipping Co., Miko Shipping Co., Spedding Shipping Co., Takoulis Maritime Corporation and Timpson Shipping Co., entered into a loan agreement with a bank for an amount of up to $70,000, in order to partly refinance one term loan. The facility was drawn down on June 17, 2020. On September 10, 2020 and September 16, 2020, the Company prepaid $1,450 and $4,878, respectively due to the sale of vessels Zagora and Singapore Express, on the then outstanding balance. On January 29, 2021 and May 21, 2021, the Company prepaid $4,861 and $1,012, respectively due to the sale of vessels Halifax Express and Prosper (Note 7), on the then outstanding balance. On June 4, 2021, the then outstanding balance of $50,105 of the loan was fully repaid.
13. On December 15, 2020, Kelsen Shipping Co. entered into a loan agreement with a bank for an amount of $8,100, in order to partially refinance one term loan. The facility was drawn down on December 17, 2020. As of September 30, 2022, the outstanding balance of the loan of $2,025 is repayable in one final installment in December 2022.
14. On November 10, 2020, Uriza Shipping S.A. entered into a loan agreement with a bank for an amount of $20,000, in order to refinance one term loan. The facility was drawn down on November 12, 2020. On June 29, 2022, following the execution of the agreement of the loan discussed in Note 11.A.36, the Company fully prepaid the then outstanding balance of $16,100 of the loan.
15. On January 27, 2021, Berg Shipping Co. entered into a loan agreement with a bank for an amount of $12,500, in order to finance the acquisition cost of the vessel Neokastro. The facility was drawn down on January 29, 2021. As of September 30, 2022, the outstanding balance of the loan of $10,820 is repayable in 14 equal quarterly installments of $280, from October 2022 to January 2026 and a balloon payment of $6,900 payable together with the last installment.
16. On March 16, 2021, Reddick Shipping Co. and Verandi Shipping Co. entered into a loan agreement with a bank for an amount of $18,500, in order to refinance one term loan and for general corporate purposes. The facility was drawn down in two tranches on March 23, 2021. On September 30, 2022, following the execution of the loan agreement discussed in Note 11.A.37, the then outstanding balance of $11,300 was fully repaid.
17. On March 18, 2021, Evantone Shipping Co. and Fortrose Shipping Co. entered into a loan agreement with a bank for an amount of $23,000 for the purpose of financing general corporate purposes. The facility was drawn down on March 23, 2021. As of September 30, 2022, the outstanding balance of the loan of $18,500 is repayable in 14 equal quarterly installments of $750, from December 2022 to March 2026 and a balloon payment of $8,000 payable together with the last installment.
18. On March 19, 2021, Ainsley Maritime Co. and Ambrose Maritime Co. entered into a loan agreement with a bank for an amount of $150,000, in order to refinance two term loans (Note 7) and for general corporate purposes. The facility was drawn down in two tranches on March 24, 2021. As of September 30, 2022, the outstanding balance of each tranche of $66,964.3 is repayable in 34 equal quarterly installments of $1,339.3, from December 2022 to March 2031 and a balloon payment of $21,428.6 each payable together with the last installment.
19. On March 24, 2021, Hyde Maritime Co. and Skerrett Maritime Co. entered into a loan agreement with a bank for an amount of $147,000, in order to refinance two term loans (Note 7) and for general corporate purposes. The facility was drawn down in two tranches on March 26, 2021. As of September 30, 2022, the outstanding balance of Tranche A of $65,019.2 is repayable in 24 equal quarterly installments of $1,413.5, from December 2022 to September 2028 and a balloon payment of $31,096.2 payable together with the last installment. As of September 30, 2022, the outstanding balance of Tranche B of $65,019.2 is repayable in 14 equal quarterly installments of $1,413.5, from December 2022 to March 2026 and a balloon payment of $45,230.8 payable together with the last installment.
| 18 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
20. On March 29, 2021, Kemp Maritime Co. entered into a loan agreement with a bank for an amount of $75,000, in order to refinance one term loan (Note 7) and for general corporate purposes. The facility was drawn down on March 30, 2021. As of September 30, 2022, the outstanding balance of the loan of $65,800 is repayable in 26 variable quarterly installments from December 2022 to March 2029 and a balloon payment of $28,600 payable together with the last installment.
21. On March 29, 2021, Vernes Shipping Co. entered into a loan agreement with a bank for an amount of $14,000, in order to finance the acquisition cost of the vessel Glen Canyon (Note 7). The facility was drawn down on March 31, 2021. On June 21, 2022, following the execution of the agreement of the loan discussed in Note 11.A.36, the Company fully prepaid the then outstanding balance of $12,200 of the loan.
22. On June 1, 2021, Achilleas Maritime Corporation, Angistri Corporation, Fanakos Maritime Corporation, Fastsailing Maritime Co., Lindner Shipping Co., Miko Shipping Co., Saval Shipping Co., Spedding Shipping Co., Tanera Shipping Co., Timpson Shipping Co. and Wester Shipping Co., entered into a loan agreement with a bank for an amount of up to $158,105, in order to partly refinance one term loan and to finance the acquisition cost of the vessels Porto Cheli, Porto Kagio and Porto Germeno. The facility was drawn down in four tranches. On June 4, 2021, the Refinancing tranche of $50,105 and Tranche C of $38,000 were drawn down, on June 7, 2021, Tranche A of $35,000 was drawn down and on June 24, 2021, Tranche B of $35,000 was drawn down. On August 12, 2021, the Company prepaid $7,395.1 due to the sale of vessel Venetiko (Note 7), on the then outstanding balance. On October 12, 2021 and October 25, 2021, the Company prepaid $6,531 and $6,136, respectively due to the sale of ZIM Shanghai and ZIM New York, on the then outstanding balance. As of September 30, 2022, the outstanding balance of Refinancing tranche of $22,456 is repayable in 15 equal quarterly installments of $1.391.5 payable from December 2022 to June 2026 and a balloon payment of $1,583, payable together with the last installment. As of September 30, 2022, the vessel Sealand Illinois was classified as “Vessel held for sale” (Note 7) and the then outstanding amount of $6,492.4 is included in the Current portion of long-term debt, net of deferred financing costs in the accompanying balance sheet (Note 22(c)). As of September 30, 2022, the outstanding balance of Tranche A of $27,500 is repayable in 15 equal quarterly installments of $1,500, from December 2022 to June 2026 and a balloon payment of $5,000 payable together with the last installment. As of September 30, 2022, the outstanding balance of Tranche B of $27,500 is repayable in 15 equal quarterly installments of $1,500, from December 2022 to June 2026 and a balloon payment of $5,000 payable together with the last installment. On February 1, 2022, the then outstanding balance of Tranche C of $34,730 was fully repaid (Note 11.A.33).
23. On June 7, 2021, Novara Shipping Co., Finney Shipping Co., Alford Shipping Co. and Nisbet Shipping Co. entered into a loan agreement with a bank for an amount of up to $79,000, in order to finance the acquisition cost of the vessels Androusa, Norfolk, Gialova and Dyros (Note 7). The first two tranches of the facility of $22,500 each, were drawn on June 10, 2021, the third tranche of $22,500 was drawn on August 25, 2021, while the fourth tranche of $11,500 was drawn on January 18, 2022. As of September 30, 2022, the aggregate outstanding balance $37,800 of the first two tranches, is repayable in 11 variable quarterly installments from December 2022 to June 2025 and a balloon payment of $24,120 in the aggregate, payable together with the last installment. As of September 30, 2022, the outstanding balance of the third tranche of $19,350, is repayable in 12 variable quarterly installments from November 2022 to August 2025 with a balloon payment of $10,980, payable together with the last installment. As of September 30, 2022, the outstanding balance of the fourth tranche of $10,580, is repayable in 14 variable quarterly installments from October 2022 to January 2026 with a balloon payment of $4,692, payable together with the last installment.
24. On July 8, 2021, the Company entered into a loan agreement with a bank for an amount of up to $62,500, in order to finance the acquisition cost of the vessels Pegasus, Eracle, Peace, Sauvan, Pride, Acuity, Comity and Athena. An aggregate amount of $49,236.3, was drawn during July 2021, an amount of $7,300 was drawn in August 2021 and an amount of $5,963.8 was drawn in October 2021, to finance the acquisition of the eight vessels. As of September 30, 2022, the aggregate outstanding balance of $51,809 is repayable in variable quarterly installments from October 2022 to October 2026 with an aggregate balloon payment of $17,684.5 that is payable together with the respective last installments.
25. On July 9, 2021, the Company entered into a loan agreement with a bank for an amount of up to $81,500, in order to finance the acquisition cost of the vessels Builder, Adventure, Manzanillo, Alliance, Seabird, Aeolian, Farmer and Greneta. Five tranches of the facility with aggregate amount of $44,620 were drawn during July 2021 to finance the acquisition of the first five vessels, one tranche amounting to $12,480 was drawn in August 2021 to finance the acquisition of the vessel Aeolian, one tranche amounting to $13,250 was drawn in October 2021 to finance the acquisition of the vessel Farmer and one tranche amounting to $11,150 was drawn in December 2021 to finance the acquisition of the vessel Greneta. As of September 30, 2022, the aggregate outstanding balance of $74,580 is repayable in variable quarterly installments from October 2022 to December 2026 with an aggregate balloon payment of $43,850 that is payable together with the respective last installments.
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
26. On July 12, 2021, the Company entered into a revolving facility agreement for an amount of up to $24,500, for the purpose of financing general and working capital purposes. The amount of $24,500 was drawn down on July 15, 2021. On November 1, 2021, the Company fully prepaid the outstanding balance of $24,500.
27. On July 16, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $120,000, in order to finance the acquisition cost of the vessels Bernis, Verity, Dawn, Discovery, Clara, Serena, Parity, Taibo, Thunder, Rose, Equity and Curacao. Three tranches of the facility with an aggregate amount of $34,200 were drawn during July 2021, to finance the acquisition of the first three vessels, three tranches of the facility with an aggregate amount of $28,050 were drawn during August 2021, to finance the acquisition of the subsequent three vessels, three tranches of the facility with an aggregate amount of $27,600 were drawn during September 2021, to finance the acquisition of the subsequent three vessels and three last tranches of the facility with an aggregate amount of $30,150 were drawn during October 2021, to finance the acquisition of the last three vessels. On December 21, 2021, the Company prepaid the amount of $38,844 regarding the tranches of vessels Clara, Rose, Thunder and Equity (Note 11.A.30). On January 7, 2022, the Company prepaid the amount of $51,885 regarding the tranches of vessels Bernis, Verity, Dawn, Discovery and Parity (Note 11.A.31). As of September 30, 2022, the aggregate outstanding balance of $25,156 is repayable in variable quarterly installments from October 2022 to October 2026 with an aggregate balloon payment of $12,570 that is payable together with the respective last installments.
28. On July 27, 2021, Amoroto Marine Corp., Bermeo Marine Corp., Bermondi Marine Corp., Briande Marine Corp., Camarat Marine Corp., Camino Marine Corp., Canadel Marine Corp., Cogolin Marine Corp., Fruiz Marine Corp., Gajano Marine Corp., Gatika Marine Corp., Guernica Marine Corp., Laredo Marine Corp., Onton Marine Corp. and Solidate Marine Corp. amongst others, entered into a hunting license facility agreement with a bank for an amount of up to $125,000, in order to finance the acquisition cost of the vessels Progress, Merida, Miner, Uruguay, Resource, Konstantinos, Cetus, Titan I, Bermondi, Orion, Merchia and Damon, as well as the acquisition of further vessels. Two tranches of the facility with an aggregate amount of $18,000 were drawn during August 2021 to finance the acquisition of the first two vessels, four tranches of the facility with an aggregate amount of $32,430 were drawn during September 2021 to finance the acquisition of the subsequent four vessels, one tranche of the facility with an aggregate amount of $7,347 were drawn during October 2021 to finance the acquisition of the vessel Cetus, three tranches of the facility with an aggregate amount of $33,645 were drawn during November 2021 to finance the acquisition of the subsequent three vessels, one tranche of the facility with an amount of $14,100 was drawn in December 2021 to finance the acquisition of the subsequent one vessel and one tranche of the facility with an amount of $13,374 was drawn in January 2022 to the finance the acquisition of the last vessel. On April 29, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. prepaid the aggregate amount $38,020 (Note 11.A.35). As of September 30, 2022, the aggregate outstanding balance of $70,905 is repayable in variable quarterly installments from October 2022 to January 2027 with an aggregate balloon payment of $41,926.2 that is payable together with the respective last installments.
29. On September 10, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $150,000 in order to finance part of the acquisition cost of dry bulk vessels. On April 19, 2022, the Company terminated the hunting license facility agreement.
30. On December 10, 2021, Dattier Marine Corp., Dramont Marine Corp., Gassin Marine Corp. and Merle Marine Corp. entered into a loan agreement with a bank for an amount of up to $43,500, in order to refinance the term loan of the vessels Equity, Thunder, Rose and Clara discussed in Note 11.A.27. The facility was drawn down on December 20, 2021. On May 11, 2022, the Dattier Marine Corp. prepaid the amount of $10,645, due to the sale of vessel Thunder (Note 7), on the then outstanding balance. As of September 30, 2022, the aggregate outstanding balance of $28,953 is repayable in variable quarterly installments from December 2022 to December 2026 with an aggregate balloon payment of $9,190 that is payable together with the respective last installments.
31. On December 24, 2021, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp. entered into a loan agreement with a bank for an amount of up to $55,000, in order to refinance the term loan of the vessels Bernis, Verity, Dawn, Discovery and Parity discussed in Note 11.A.27. On January 5, 2022, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp. drew down the aggregate amount of $52,525, in order to refinance in part the term loan discussed in Note 11.A.27. As of September 30, 2022, the aggregate outstanding balance of $49,430.8 is repayable in 18 equal quarterly installments of $1,547.1, from October 2022 to January 2027 and a balloon payment of $21,583 payable together with the last installment.
32. On December 28, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $100,000 in order to finance the acquisition cost of the secondhand dry bulk vessels Pythias, Hydrus, Phoenix, Oracle and Libra (Note 7) and of other dry bulk vessels that the Company has not identified to date. During January 2022, the Company drew down the aggregate amount of $56,700. As of September 30, 2022, the aggregate outstanding balance of $53,808 is repayable in variable quarterly installments, from October 2022 to January 2028 with an aggregate balloon payment of $26,807.5 that is payable together with the respective last installments.
33. On January 26, 2022, the Company entered into a loan agreement with a bank for an amount of up to $85,000 in order to refinance the term loan discussed in Note 11.A.9, Tranche C of the term loan discussed in Note 11.A.22 and for general corporate purposes. On January 31, 2022, the Company drew down the amount of $85,000. As of September 30, 2022, the outstanding balance of $70,000 is repayable in 14 variable quarterly installments, from October 2022 to January 2026 and a balloon payment of $19,000 payable together with the last installment.
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
34. On April 5, 2022, Adstone Marine Corp., Barlestone Marine Corp., Bilstone Marine Corp., Cromford Marine Corp., Featherstone Marine Corp., Hanslope Marine Corp., Kinsley Marine Corp., Nailstone Marine Corp., Oldstone Marine Corp., Ravenstone Marine Corp., Rocester Marine Corp., Shaekerstone Marine Corp., Silkstone Marine Corp., Snarestone Marine Corp. and Sweptstone Marine Corp. signed a hunting license loan agreement with a bank for an amount of up to $120,000, in order to partly finance the acquisition of the secondhand dry bulk vessel Norma (ex. Magda) (Note 7) and of other dry bulk vessels that the Company has not identified to date. On April 11, 2022, Adstone Marine Corp. drew down the amount of $10,800. As of September 30, 2022, the outstanding balance of $10,462.5 is repayable in 19 equal quarterly installments of $337.5, from October 2022 to April 2027 and a balloon payment of $4,050 payable together with the last installment. No drawdown had occurred for the remaining amount as of September 30, 2022.
35. On April 21, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. entered into a loan agreement with a bank for an amount of up to $40,500 in order to refinance the term loan of the vessels Merida, Bermondi, Titan I and Uruguay discussed in Note 11.A.28 and for general corporate purposes. On April 28, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. drew down the amount of $40,500. As of September 30, 2022, the aggregate outstanding balance of $37,100 is repayable in 15 variable quarterly installments, from October 2022 to April 2026 with an aggregate balloon payment of $10,940 that is payable together with the respective last installments.
36. On May 12, 2022, Benedict Maritime Co., Caravokyra Maritime Corporation, Costachille Maritime Corporation, Navarino Maritime Corporation, Duval Shipping Co., Jodie Shipping Co., Kayley Shipping Co., Madelia Shipping Co., Marina Maritime Corporation, Percy Shipping Co., Plange Shipping Co., Rena Maritime Corporation, Rockwell Shipping Co., Simone Shipping Co., Vernes Shipping Co., Virna Shipping Co. and Uriza Shipping S.A. signed a syndicated loan agreement for an amount of up to $500,000 in order to partly refinance the term loans discussed in Notes 11.A.4, 11.A.10, 11.A.11, to refinance the term loans discussed in Notes 11.A.14 and 11.A.21, to finance the acquisition cost of one vessel under a financing agreement discussed in Note 11.B.2, to finance the acquisition cost of the four vessels under the finance leases discussed in Note 12 and for general corporate purposes. During June 2022, Benedict Maritime Co., Caravokyra Maritime Corporation, Costachille Maritime Corporation, Navarino Maritime Corporation, Duval Shipping Co., Jodie Shipping Co., Kayley Shipping Co., Madelia Shipping Co., Marina Maritime Corporation, Percy Shipping Co., Plange Shipping Co., Rena Maritime Corporation, Rockwell Shipping Co., Simone Shipping Co., Vernes Shipping Co., Virna Shipping Co. and Uriza Shipping S.A. drew down the aggregate amount of $500,000. As of September 30, 2022, the aggregate outstanding balance of $479,476 is repayable in 19 variable quarterly installments, from December 2022 to June 2027 with an aggregate balloon payment of $89,523.8 that is payable together with the respective last installments.
37. On September 29, 2022, Reddick Shipping Co. and Verandi Shipping Co. signed a loan agreement with a bank for an amount of $46,000 in order to refinance the term loan discussed in Note 11.A.16. On September 30, 2022, Reddick Shipping Co. and Verandi Shipping Co. drew down the amount of $46,000. As of September 30, 2022, the outstanding balance of $46,000 is repayable in 16 variable quarterly installments, from December 2022 to September 2026.
The term loans discussed above bear interest at LIBOR (applicable to all loans discussed above except the loans discussed in Note 11.A.35, Note 11.A.36 and Note 11.A.37) or Term Secured Overnight Financing Rate (“SOFR”) (applicable to the loans discussed in Note 11.A.35 and Note 11.A.37) or Daily Non-Cumulative Compounded SOFR (applicable to the loan discussed in Note 11.A.36), plus a spread and are secured by, inter alia, (a) first-priority mortgages over the financed vessels, (b) first priority assignments of all insurances and earnings of the mortgaged vessels and (c) corporate guarantees of Costamare or its subsidiaries, as the case may be. The loan agreements contain usual ship finance covenants, including restrictions as to changes in management and ownership of the vessels, as to additional indebtedness and as to further mortgaging of vessels, as well as minimum requirements regarding hull Value Maintenance Clauses in the range of 100% to 125%, restrictions on dividend payments if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend and may also require the Company to maintain minimum liquidity, minimum net worth, interest coverage and leverage ratios, as defined.
B. Other Financing Arrangements
1. In August 2018, the Company, through five wholly-owned subsidiaries, entered into five pre and post-delivery financing agreements with a financial institution for the five newbuild containerships (Note 7). The Company is required to repurchase each underlying vessel at the end of the lease and as such it has assessed that under ASC 606, the advances paid for the vessels under construction are not derecognized and the amounts received are accounted for as financing arrangements. The financing arrangements bear fixed interest and the interest expense incurred for the year ended December 31, 2021 amounted to $465, in the aggregate, and is capitalized in “Vessels and advances, net” in the accompanying 2021 consolidated balance sheet. The total financial liability under these financing agreements is repayable in 121 monthly installments beginning upon vessel delivery date including the amount of purchase obligation at the end of the agreements. As of September 30, 2022 and following the delivery of the five newbuilds (Note 7), the aggregate outstanding amount of their financing arrangements is repayable in various installments from October 2022 to May 2031 including the amount of purchase obligation at the end of each financing agreement. The financing arrangements bear fixed interest and for the nine-month period ended September 30, 2022, the interest expense incurred amounted to $13,409, in aggregate, ($12,092 for the nine-month period ended September 30, 2021) and is included in Interest and finance costs in the accompanying 2022 consolidated statement of income.
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
2. On November 12, 2018, the Company entered into a Share Purchase Agreement with York (the “York SPA”). As at that date, the Company assumed the financing arrangements that the five ship-owning companies had entered into for their vessels along with the obligation to pay the remaining part of the consideration under the provisions of the Share Purchase Agreement within the next 18 months from the date of the transaction. According to the financing arrangements, the Company is required to repurchase each underlying vessel at the end of the lease and as such it has assessed that under ASC 606 and ASC 840 the assumed financial liability is accounted for as a financing arrangement. The amount payable to York has been accounted for under ASC 480-Distinguishing liabilities from equity and has been measured under ASC 835-30- Imputation of interest in accordance with the interest method. On May 12, 2020, the outstanding amount of the Company’s obligation to York was fully repaid. On June 17, 2022, following the agreement of the loan discussed in Note 11.A.36, the Company prepaid the then outstanding amount of $77,435 under the York SPA in order to acquire the vessel Triton (Note 7). As at September 30, 2022, the aggregate outstanding amount of the four financing arrangements is repayable in various installments from November 2022 to October 2028 and a balloon payment for each of the four financing arrangements of $32,022, payable together with the last installment. The financing arrangements bear fixed interest and for the nine-month period ended September 30, 2022, the interest expense incurred amounted to $11,994 ($14,246 for the nine-month period ended September 30, 2021), in aggregate, and is included in Interest and finance costs in the accompanying consolidated statements of income.
As of September 30, 2022, the aggregate outstanding balance of the financing arrangements under (1) and (2) above was $690,228.
C. Unsecured Bond Loan (“Bond Loan”)
In May 2021, the Company, through its wholly owned subsidiary, Costamare Participations Plc (the “Issuer”), issued €100,000 of unsecured bonds to investors (the “Bond Loan”) and listed the bonds on the Athens Exchange. The Bond Loan will mature in May 2026 and carries a coupon of 2.70%, payable semiannually. The bond offering was completed on May 25, 2021. The trading of the Bonds on the Athens Exchange commenced on May 26, 2021. The net proceeds of the offering were used for the repayment of indebtedness, vessel acquisitions and working capital purposes.
The Bond Loan can be called in part (pro-rata) or in full by Costamare Participations Plc on any coupon payment date, after the second anniversary and until 6 months prior to maturity. If the Bond Loan is redeemed (in part or in full) on i) the 5th and/or 6th coupon payment date, bondholders will receive a premium of 1.5% on the nominal amount of the bond redeemed, ii) the 7th and/or 8th coupon payment date, bondholders will receive a premium of 0.5% on the nominal amount of the bond redeemed; no premium shall be paid for a redemption occurring on the 9th coupon payment date. In case there is a material change in the tax treatment of the Bond Loan for Costamare Participations Plc, then the Issuer has the right, at any time, to fully prepay the Bond Loan without paying any premium. The Issuer can exercise the early redemption right in part, one or more times, by pre-paying each time a nominal amount of bonds equal to at least €10,000, provided that the remaining nominal amount of the bonds after the early redemption is not lower than €50,000.
As of September 30, 2022, the outstanding balance of the bond amounted to $97,480. For the nine-month period ended September 30, 2022, the interest expense incurred amounted to $2,142 ($1,120 for the nine-month period ended September 30, 2021) and is included in Interest and finance costs in the accompanying consolidated statements of income.
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
The annual repayments under the Term Loans, Other Financing Arrangements and Unsecured bond after September 30, 2022, giving effect to the term loans discussed in 11.A.10, 11.A.11 and 11.A.22, are in the aggregate as follows:
| Year ending December 31, | Amount | |||
| 2022 | $ | 117,068 | ||
| 2023 | 324,565 | |||
| 2024 | 305,201 | |||
| 2025 | 483,644 | |||
| 2026 | 560,443 | |||
| 2027 and thereafter | 902,717 | |||
| Total | $ | 2,693,638 | ||
The interest rate of Costamare’s Term Loans and Other Financing Arrangements (inclusive of fixed rate Term Loans and the related cost of interest rate swaps) as at December 31, 2021 and September 30, 2022, was in the range 1.82% - 4.80% and 2.87% - 6.28%, respectively. The weighted average interest rate of Costamare’s Term Loans and Other Financing Arrangements (inclusive of fixed rate Term Loans and the related cost of interest rate swaps) as at December 31, 2021 and September 30, 2022, was 3.3% and 4.4%, respectively.
Total interest expense incurred on long-term debt including the effect of the hedging interest rate swaps (discussed in Notes 17 and 19) and capitalized interest for the nine-month periods ended September 30, 2021 and 2022, amounted to $52,635 and $72,788, respectively. Of the above amounts, $52,170 and $72,788, are included in Interest and finance costs in the accompanying consolidated statements of income for the nine-month periods ended September 30, 2021 and 2022, respectively, whereas in 2021 an amount $465 was capitalized up to September 30, 2021.
D. Financing Costs
The amounts of financing costs included in the loan balances and finance lease liabilities (Note 12) are as follows:
| Balance, January 1, 2022 | $ | 25,716 | ||
| Additions | 5,855 | |||
| Amortization and write-off | (7,510 | ) | ||
| Transfers and other movements | 113 | |||
| Balance, September 30, 2022 | $ | 24,174 | ||
| Less: Current portion of financing costs | (5,812 | ) | ||
| Financing costs, non-current portion | $ | 18,362 |
Financing costs represent legal fees and fees paid to the lenders for the conclusion of the Company’s financing. The amortization and write-off of loan financing costs is included in Interest and finance costs in the accompanying consolidated statements of income (Note 17).
12. Right-of-Use Assets and Finance Lease Liabilities:
Between January and April 2014, the Company took delivery of the newbuild container vessels MSC Azov, MSC Ajaccio and MSC Amalfi. Upon the delivery of each vessel, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to these vessels by entering into a ten-year sale and leaseback transaction for each container vessel. The shipbuilding contracts were novated to the financial institution for an amount of $85,572 each. On June 18, 2019, Bastian Shipping Co. and Cadence Shipping Co. signed a loan agreement with a bank for the purpose of financing the acquisition costs of the MSC Ajaccio and the MSC Amalfi (Note 11.A.5). On July 12, 2019 and July 15, 2019, the two above-mentioned subsidiaries repaid the then outstanding lease liability of the two container vessels.
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
On June 24, 2019, Adele Shipping Co. signed a loan agreement with a bank for the purpose of financing the acquisition cost of the MSC Azov (Note 11.A.6). On July 12, 2019, the Company drew down the amount of $68,000 and on July 18, 2019 the above-mentioned subsidiary repaid the then outstanding lease liability of the container vessel.
On July 6, 2016 and July 15, 2016, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to the container vessels MSC Athos and the MSC Athens, by entering into a seven-year sale and leaseback transaction for each vessel. In May 2019, a supplemental agreement was signed to the existing sale and leaseback facility with the financial institution for an additional amount of up to $12,000 in order to finance the installation of scrubbers on the containerships MSC Athens and MSC Athos. In September 2020, after the completion of the scrubber installation on the two vessels, the Company drew down the amount of $12,000 and the repayment of the outstanding liability was extended up to 2026. On May 12, 2022, Jodie Shipping Co. and Kayley Shipping Co. signed a syndicated loan agreement for the purpose of financing the acquisition costs of the MSC Athens and the MSC Athos (Note 11.A.36). On June 8, 2022, the Company exercised the options to re-purchase the two above-mentioned container vessels (Note 7) and the two above-mentioned subsidiaries prepaid the corresponding portion of the then outstanding lease liability. At the same date the Company derecognized the right-of-use assets regarding those vessels amounting to $152,982 and recognized vessels owned with the same amount within Vessels and advances, net.
On June 19, 2017, the Company entered into two seven-year sale and leaseback transactions with a financial institution for the container vessels Leonidio and Kyparissia. On May 12, 2022, Simone Shipping Co. and Plange Shipping Co. signed a syndicated loan agreement for the purpose of financing the acquisition costs of the Leonidio and the Kyparissia (Note 11.A.36). On June 15, 2022, the Company exercised the options to re-purchase the two above-mentioned container vessels (Note 7) and the two above-mentioned subsidiaries prepaid the corresponding portion of the then outstanding lease liability. At the same date, the Company derecognized the right-of-use assets regarding those vessels amounting to $34,924 and recognized vessels owned with the same amount within Vessels and advances, net.
The total value of the vessels, at the inception of the finance lease transactions, was $452,564, in the aggregate. The depreciation charged during the nine-month periods ended September 30, 2021 and 2022, amounted to $5,601, and $3,284, respectively, and is included in Depreciation in the accompanying consolidated statements of income. As of December 31, 2021, and September 30, 2022, accumulated depreciation amounted to $35,220 and nil, respectively, and is included in Right-of-use assets, in the accompanying consolidated balance sheets. As of December 31, 2021, and September 30, 2022, the net book value of the vessels amounted to $191,303 and nil, respectively, and is separately reflected as Right-of-use assets, in the accompanying consolidated balance sheets.
Total interest expenses incurred on finance leases, for the nine-month periods ended September 30, 2021 and 2022, amounted to $3,554 and $2,109, respectively, and are included in Interest and finance costs in the accompanying consolidated statements of income.
The total finance lease liabilities, net of related financing costs, are presented in the accompanying December 31, 2021 and September 30, 2022 consolidated balance sheet as follows:
| December 31, 2021 | September 30, 2022 | |||||||
| Finance lease liabilities – current | $ | 16,858 | $ | — | ||||
| Less: current portion of financing costs | (182 | ) | — | |||||
| Finance lease liabilities – non-current | 99,985 | — | ||||||
| Less: non-current portion of financing costs | (296 | ) | — | |||||
| Total | $ | 116,365 | $ | — | ||||
13. Accrued Charter Revenue, Current and Non-Current, Unearned Revenue, Current and Non-Current and Time Charter Assumed, Current and Non-Current:
(a) Accrued Charter Revenue, Current and Non-Current: The amounts presented as current and non-current accrued charter revenue in the accompanying consolidated balance sheets as of December 31, 2021 and September 30 2022, reflect revenue earned, but not collected, resulting from charter agreements providing for varying annual charter rates over their terms, which were accounted for on a straight-line basis at their average rates.
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
As at December 31, 2021, the net accrued charter revenue, totaling ($22,980), comprises of $7,361 separately reflected in Current assets, $8,183 separately reflected in Non-current assets, and ($38,524) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying consolidated 2021 balance sheet. As at September 30, 2022, the net accrued charter revenue, totaling ($23,764), comprises of $10,731 separately reflected in Current assets, $7,698 separately reflected in Non-current assets, and ($42,193) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying consolidated balance sheet. The maturities of the net accrued charter revenue as of December 31 of each year presented below are as follows:
| Year ending December 31, | Amount | |||
| 2022 | $ | 965 | ||
| 2023 | 2,639 | |||
| 2024 | (10,684 | ) | ||
| 2025 | (13,440 | ) | ||
| 2026 and thereafter | (3,244 | ) | ||
| Total | $ | (23,764 | ) | |
(b) Unearned Revenue, Current and Non-Current: The amounts presented as current and non-current unearned revenue in the accompanying consolidated balance sheets as of December 31, 2021 and September 30, 2022, reflect: (a) cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met and (b) any unearned revenue resulting from charter agreements providing for varying annual charter rates over their term, which were accounted for on a straight-line basis at their average rate. During the year ended December 31, 2021 and the nine-month period ended September 30, 2022, the amortization of the liability amounted to $621 and nil, respectively, and is included in Voyage revenue in the accompanying consolidated statement of income.
| December 31, 2021 | September 30, 2022 | |||||||
| Hires collected in advance | $ | 19,173 | $ | 20,202 | ||||
| Charter revenue resulting from varying charter rates | 38,524 | 42,193 | ||||||
| Total | $ | 57,697 | $ | 62,395 | ||||
| Less current portion | (23,830 | ) | (27,746 | ) | ||||
| Non-current portion | $ | 33,867 | $ | 34,649 | ||||
(c) Time Charter Assumed, Current and Non-Current: On November 12, 2018, the Company purchased the 60% equity interest it did not previously own, in the companies owning the containerships Triton, Titan, Talos, Taurus and Theseus. Any favorable lease terms associated with these vessels were recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 7.4 years. On March 29, 2021, the Company purchased the 51% equity interest it did not previously own, in the company owning the containership Cape Artemisio (Note 10). Any favorable lease term associated with this vessel was recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 4.3 years. As of December 31, 2021, and September 30, 2022, the aggregate balance of time charter assumed (current and non-current) was $865 and $717, respectively, and is separately reflected in the accompanying consolidated balance sheets. During the nine-month periods ended September 30, 2021 and 2022, the amortization expense of Time charter assumed amounted to $147 and $148, respectively, and is included in Voyage revenue in the accompanying consolidated statements of income.
14. Commitments and Contingencies
a) Time charters: As of September 30, 2022, future minimum contractual time charter revenues assuming 365 revenue days per annum per vessel and the earliest redelivery dates possible, based on vessels’ committed, non-cancellable, time charter contracts, are as follows:
| Year ending December 31, | Amount | |||
| 2022 | $ | 223,872 | ||
| 2023 | 820,814 | |||
| 2024 | 757,998 | |||
| 2025 | 651,613 | |||
| 2026 | 374,428 | |||
| 2027 and thereafter | 728,209 | |||
| Total | $ | 3,556,934 | ||
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
The above calculation includes the time charter arrangements of the Company’s vessels in operation as at September 30, 2022, but excludes the time charter arrangements of: 18 dry bulk vessels in operation for which their time charter rate is index-linked and five dry bulk vessels for which the Company had not secured employment as of September 30, 2022. These arrangements as at September 30, 2022, have remaining terms of up to 108 months.
(b) Capital Commitments: The Company had no capital commitments as of September 30, 2022.
(c) Debt guarantees with respect to entities formed under the Framework Deed: As of September 30, 2022 and following the transaction with York discussed in Note 7, Costamare does not guarantee any loan with respect to entities formed under the Framework Deed.
(d) Other: Various claims, suits, and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents or suppliers relating to the Company’s vessels. Currently, management is not aware of any such claims not covered by insurance or of any contingent liabilities, which should be disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.
The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities not covered by insurance which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements.
The Company is covered for liabilities associated with the vessels’ operations up to the customary limits provided by the Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs.
A subsidiary of the Company and Costamare Shipping are parties to litigations pending in the United States Court for the Eastern District of California relating to liabilities associated with damage to a pipeline and an oil spill that occurred in October 2021 off the coast of Long Beach, California. The oil spill was caused by the rupture of a pipeline owned by Amplify Energy Corp. and certain affiliates (“Amplify”). Amplify and other claimants allege that a vessel owned by one of the Company’s subsidiaries, the containership Beijing, dragged its anchor across the pipeline many months prior to the rupture during a high wind event and caused or contributed to the spill. Amplify and the other claimants also allege that a vessel owned by another containership company also dragged its anchor across the pipeline on the same day. The Company believes that its subsidiary and Costamare Shipping are not at fault in connection with the oil spill. In addition, the Company believes that adequate insurance is in place to cover any liability, if any should arise.
15. Common Stock and Additional Paid-In Capital:
(a) Common Stock: During each of the nine-month periods ended September 30, 2021 and 2022, the Company issued 448,800 shares at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). The fair value of such shares was calculated based on the closing trading price at the date of issuance. There were no share-based payment awards outstanding during the nine-month period ended September 30, 2022.
On July 6, 2016, the Company implemented the Plan. The Plan offers holders of Company common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in the Company’s common stock. Participation in the Plan is optional, and shareholders who decide not to participate in the Plan will continue to receive cash dividends, as declared and paid in the usual manner. During the year ended December 31, 2021, the Company issued 1,226,066 shares, respectively, at par value of $0.0001 to its common stockholders, at an average price of $10.3224 per share. During the nine-month period ended September 30, 2022, the Company issued 2,026,609 shares, respectively, at par value of $0.0001 to its common stockholders, at an average price of $12.9470 per share.
On November 30, 2021, the Company approved a share repurchase program of up to a maximum $150,000 of its common shares and up to $150,000 of its preferred shares. The timing of repurchases and the exact number of shares to be purchased will be determined by the Company’s management, in its discretion. As of December 31, 2021, no common shares had been repurchased under the share repurchase program. During the nine-month period ended September 30, 2022, the Company repurchased, under the share repurchase program, 4,736,702 common shares at an aggregate cost of $60,095.
As of September 30, 2022, the aggregate issued share capital was 126,460,513 common shares at par value of $0.0001. As of September 30, 2022 the issued share capital outstanding after deducting the treasury stock repurchased was 121,723,811 common shares.
| 26 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
(b) Preferred Stock: During the year ended December 31, 2020, the Company repurchased and retired 95,574 preferred shares of all classes in the aggregate, at an average price of $17.63 per share. The face value of the preferred shares was cleared from Additional Paid-in Capital while the gain from this transaction, resulting as the difference between the fair value of the consideration paid and the carrying value of the preferred stock, was posted to retained earnings and added to net income to arrive at income available to common stockholders in the calculation of the earnings per share for the period.
(c) Additional Paid-in Capital: The amounts shown in the accompanying consolidated balance sheets, as additional paid-in capital include: (i) payments made by the stockholders at various dates to finance vessel acquisitions in excess of the amounts of bank loans obtained, (ii) the difference between the par value of the shares issued in the Initial Public Offering in November 2010 and the offerings in March 2012, October 2012, August 2013, January 2014, May 2015, December 2016, May 2017 and January 2018 and the net proceeds received from the issuance of such shares excluding the shares bought back during the year ended December 31, 2020, (iii) the difference between the par value and the fair value of the shares issued to Costamare Shipping and Costamare Services (Note 3), (iv) the difference between the par value of the shares issued under the Plan and (v) the capital contribution resulted from the common control transaction with Longshaw (Note 3).
(d) Dividends declared and / or paid: During the nine-month period ended September 30, 2021, the Company declared and paid to its common stockholders $0.10 per common share and, after accounting for shareholders participating in the Plan, the Company paid (i) $9,342 in cash and issued 362,866 shares pursuant to the Plan for the fourth quarter of 2020 and (ii) $9,360 in cash and issued 275,457 shares pursuant to the Plan for the first quarter of 2021 and for the second quarter of 2021 the Company declared and paid $0.115 per common share to its common stockholders and, after accounting for shareholders participating in the Plan, the Company paid $10,755 in cash and issued 322,274 shares pursuant to the Plan for the second quarter of 2021. During the nine-month period ended September 30, 2022, the Company declared and paid to its common stockholders (i) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $10,745 in cash and issued 274,939 shares pursuant to the Plan for the fourth quarter of 2021, (ii) $0.615 per common share and, after accounting for shareholders participating in the Plan, the Company paid $57,479 in cash and issued 1,420,709 shares pursuant to the Plan for the first quarter of 2022 and (iii) 0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $10,250 in cash and issued 330,961 shares pursuant to the Plan for the second quarter of 2022.
During the nine-month period ended September 30, 2021, the Company declared and paid to its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2020 to January 14, 2021, (ii) $939, or $0.476563 per share for the period from January 15, 2021 to April 14, 2021 and (iii) $939, or $0.476563 per share, for the period from April 15, 2021 to July 14, 2021. During the nine-month period ended September 30, 2022, the Company declared and paid to its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2021 to January 14, 2022, (ii) $939, or $0.476563 per share for the period from January 15, 2022 to April 14, 2022 and (iii) $939, or $0.476563 per share, for the period from April 15, 2022 to July 14, 2022.
During the nine-month period ended September 30, 2021, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2020 to January 14, 2021, (ii) $2,111, or $0.531250 per share for the period from January 15, 2021 to April 14, 2021 and (iii) $2,111, or $0.531250 per share, for the period from April 15, 2021 to July 14, 2021. During the nine-month period ended September 30, 2022, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2021 to January 14, 2022, (ii) $2,111, or $0.531250 per share for the period from January 15, 2022 to April 14, 2022 and (iii) $2,111, or $0.531250 per share, for the period from April 15, 2022 to July 14, 2022.
During the nine-month period ended September 30, 2021, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2020 to January 14, 2021, (ii) $2,180, or $0.546875 per share for the period from January 15, 2021 to April 14, 2021 and (iii) $2,180, or $0.546875 per share, for the period from April 15, 2021 to July 14, 2021. During the nine-month period ended September 30, 2022, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2021 to January 14, 2022, (ii) $2,180, or $0.546875 per share for the period from January 15, 2022 to April 14, 2022 and (iii) $2,180, or $0.546875 per share, for the period from April 15, 2022 to July 14, 2022.
During the nine-month period ended September 30, 2021, the Company declared and paid to its holders of Series E Preferred Stock (i) $2,537, or $0.554688 per share for the period from October 15, 2020 to January 14, 2021, (ii) $2,537, or $0.554688 per share for the period from January 15, 2021 to April 14, 2021 and (iii) $2,537, or $0.554688 per share, for the period from April 15, 2021 to July 14, 2021. During the nine-month period ended September 30, 2022, the Company declared and paid to its holders of Series E Preferred Stock (i) $2,537, or $0.554688 per share for the period from October 15, 2021 to January 14, 2022, (ii) $2,537, or $0.554688 per share for the period from January 15, 2022 to April 14, 2022 and (iii) $2,537, or $0.554688 per share, for the period from April 15, 2022 to July 14, 2022.
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
16. Earnings per share
All common shares issued are Costamare common stock and have equal rights to vote and participate in dividends. Profit or loss attributable to common equity holders is adjusted by the contractual amount of dividends on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock that should be paid for the period. Dividends paid or accrued on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock during each of the nine-month periods ended September 30, 2021 and 2022, amounted to $23,302.
| For the nine-month period ended September 30, | ||||||||
| 2021 | 2022 | |||||||
| Basic EPS | Basic EPS | |||||||
| Net income | $ | 273,967 | $ | 360,516 | ||||
| Less: paid and accrued earnings allocated to Preferred Stock | (23,302 | ) | (23,302 | ) | ||||
| Net income available to common stockholders | 250,665 | 337,214 | ||||||
| Weighted average number of common shares, basic and diluted | 122,845,943 | 123,295,035 | ||||||
| Earnings per common share, basic and diluted | $ | 2.04 | $ | 2.74 | ||||
17. Interest and Finance Costs:
The Interest and finance costs in the accompanying consolidated statements of income are as follows:
| For the nine-month period ended September 30, | ||||||||
| 2021 | 2022 | |||||||
| Interest expense | $ | 51,803 | $ | 72,580 | ||||
| Interest capitalized | (465 | ) | — | |||||
| Swap effect | 4,386 | 2,317 | ||||||
| Amortization and write-off of financing costs | 3,962 | 7,510 | ||||||
| Amortization of excluded component related to cash flow hedges | — | 560 | ||||||
| Bank charges and other financing costs | 1,107 | 3,477 | ||||||
| Total | $ | 60,793 | $ | 86,444 | ||||
18. Taxes:
Under the laws of the countries of incorporation for the vessel-owning companies and/or of the countries of registration of the vessels, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of income.
The vessel-owning companies with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Management believes that, based on current legislation the relevant vessel-owning companies are entitled to an exemption under Section 883 of the Internal Revenue Code of 1986, as amended.
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
19. Derivatives:
(a) Interest rate and Cross-currency swaps and interest rate caps that meet the criteria for hedge accounting: The Company manages its exposure to floating interest rates and foreign currencies by entering into interest rate swaps, interest rate caps and cross-currency rate swap agreements with varying start and maturity dates.
The interest rate swaps are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in three-month or six-month USD LIBOR or SOFR. According to the Company’s Risk Management Accounting Policy, after putting in place the formal documentation at the inception of the hedging relationship, as required by ASC 815, following the adoption of ASU 2017-12, these interest rate swaps qualified for hedge accounting. The change in the fair value of the interest rate derivative instruments that qualified for hedge accounting is recorded in “Accumulated Other Comprehensive Income” and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in Interest and finance costs. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Loss on derivative instruments.
During the nine-month period ended September 30, 2022, the Company entered into a series of eight interest rate cap agreements with a facility counterparty relating to the loan discussed in 11.A.24, with a total notional amount of $54,784 to limit the maximum interest rate on the variable-rate debt of the mentioned loan and limit exposure to interest rate variability when three-month LIBOR exceeds 1.50%. Furthermore, during the same period, the Company entered into a series of 12 interest rate cap agreements with other counterparties relating to the loans discussed in 11.A.6, 11.A.22, 11.A.27, 11.A.28, 11.A.31, 11.A.32 and 11.A.36, with a total notional amount of $562,285 to limit the maximum interest rate on the variable-rate debt of the mentioned loans and limit exposure to interest rate variability when three-month LIBOR or SOFR exceeds 3.00%. The interest rate caps were accounted for as cash flow hedges because they are expected to be highly effective in hedging exposure to variable rate interest payments under the loans discussed in Notes 11.A.6, 11.A.22, 11.A.24, 11.A.27, 11.A.28, 11.A.31, 11.A.32 and 11.A.36. The Company assessed at the inception of these interest rate caps that only intrinsic value shall be included in the assessment of hedge effectiveness. The Company paid a premium of $12,948 in aggregate, representing the time value of the interest rate caps at their inception. Changes in the fair value of the interest rate caps are reported within Accumulated other comprehensive income. The interest rate caps mature during the period from July 2024 to January 2028. The fair value of these interest rate cap derivative instruments outstanding as at September 30, 2022 amounted to an asset of $24,671, and is included in the Fair value of derivatives current and non-current in the accompanying September 30, 2022 consolidated balance sheet.
During the year ended December 31, 2021, the Company entered into three interest rate swap agreements with an aggregate notional amount of $225,000, which met hedge accounting criteria according to ASC 815. Furthermore, during the year ended December 31, 2021, the Company entered into two cross-currency swap agreements, which converted the Company’s variability of the interest and principal payments in Euro into USD functional currency cash flows with respect to the Unsecured Bond (Note 11(c)), in order to hedge its exposure to fluctuations deriving from Euro. The two cross-currency swaps are designated as cash flow hedging Instruments for accounting purposes.
As of September 30, 2022, the notional amount of the two cross-currency swaps was $122,375 in the aggregate. The principal terms of the two cross-currency swap agreements are as follows:
| Effective date | Termination date | Notional amount (Non-amortizing) on effective date in Euro | Notional amount (Non-amortizing) on effective date in USD | Fixed rate (Costamare receives in Euro) | Fixed rate (Costamare pays in USD) | Fair value September 30, 2022 (in USD) | ||||||||||||||||
| 21/5/2021 | 21/11/2025 | 50,000 | 61,175 | 2.70 | % | 4.10 | % | (12,273 | ) | |||||||||||||
| 25/5/2021 | 21/11/2025 | 50,000 | 61,200 | 2.70 | % | 4.05 | % | (12,219 | ) | |||||||||||||
| Total fair value | (24,492 | ) | ||||||||||||||||||||
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COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
At December 31, 2021 and September 30, 2022, the Company had interest rate swap agreements, cross-currency rate swap agreements and interest rate cap agreements with an outstanding notional amount of $569,177 and $1,115,381 respectively. The fair value of these derivatives outstanding as at December 31, 2021 and September 30, 2022 amounted to a liability of $10,882 and an asset of $36,654, respectively, and these are included in the accompanying consolidated balance sheets. The maturity of these derivatives range between July 2024 and March 2031.
The estimated net amount that is expected to be reclassified within the next 12 months from Accumulated Other Comprehensive Income / (Loss) to earnings in respect of the settlements on interest rate swaps amounts to $16,063.
(b) Interest rate swaps/ interest rate caps/ cross currency swaps that do not meet the criteria for hedge accounting: As of September 30, 2022, the Company did not hold any interest rate swaps or interest rate caps or cross currency swaps that do not qualify for hedge accounting.
(c) Foreign currency agreements: As of September 30, 2022, the Company was engaged in 18 Euro/U.S. dollar forward agreements totaling $45,000 at an average forward rate of Euro/U.S. dollar 1.0600, expiring in monthly intervals up to March 2024.
As of December 31, 2021, the Company was engaged in six Euro/U.S. dollar forward agreements totaling $15,000 at an average forward rate of Euro/U.S. dollar 1.1668, expiring in monthly intervals up to June 2022.
The total change of forward contracts fair value for the nine-month period ended September 30, 2022, was a loss of $2,350 (loss of $935 for the nine-month period ended September 30, 2021) and is included in Loss on derivative instruments, net in the accompanying consolidated statements of income. The fair value of the forward contracts as at December 31, 2021 and September 30, 2022, amounted to a liability of $406 and a liability of $2,754, respectively.
| The Effect of Derivative Instruments for the nine-month periods ended | ||||||||
| September 30, 2021 and 2022 | ||||||||
| Derivatives in ASC 815 Cash Flow Hedging Relationships | ||||||||
| Amount of Gain/(Loss) Recognized in Accumulated OCI on Derivative | ||||||||
| 2021 | 2022 | |||||||
| Interest rate swaps, cross-currency swaps and interest rate caps | $ | (3,858 | ) | $ | 48,761 | |||
| Reclassification to Interest and finance costs | 4,386 | 616 | ||||||
| Reclassification of amount excluded from the interest rate caps assessment of effectiveness based on an amortization approach to Interest and finance costs | — | 560 | ||||||
| Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation | 47 | 47 | ||||||
| Total | $ | 575 | $ | 49,984 | ||||
| 30 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
| Derivatives Not Designated as Hedging Instruments under ASC 815 | ||||||||||
| Location of Loss Recognized in Loss on Derivative | Amount of Loss Recognized in Loss on Derivative | |||||||||
| 2021 | 2022 | |||||||||
| Non-hedging interest rate swaps | Loss on derivative instruments, net | $ | (284 | ) | $ | (284 | ) | |||
| Forward contracts | Loss on derivative instruments, net | (935 | ) | (2,350 | ) | |||||
| Total | $ | (1,219 | ) | $ | (2,634 | ) | ||||
The realized loss on non-hedging interest rate swaps included in “Loss on derivative instruments, net” amounted to nil for the nine-month periods ended September 30, 2021 and 2022, respectively.
20. Financial Instruments:
(a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Note 11.
(b) Concentration of credit risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, net (included in current and non-current assets), equity method investments and derivative contracts (interest rate swaps, interest rate caps, cross-currency rate swaps and foreign currency contracts). The Company places its cash and cash equivalents, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company limits its exposure by diversifying among counterparties with high credit ratings. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ and investees’ financial condition, receives charter hires in advance and generally does not require collateral for its accounts receivable.
(c) Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of financial assets and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximates the recorded values, generally due to their variable interest rates. The fair value of other financing arrangements with fixed interest rates discussed in Note 11.B and the term loan with fixed interest rates discussed in Note 11.A.19, the fair value of the interest rate swap agreements, the cross-currency rate swap agreements, the interest rate cap agreements and the foreign currency agreements discussed in Note 19 are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from publicly available market data and in case there is no such data available, interest rates, yield curves and other items that allow value to be determined.
The fair value of the Company’s other financing arrangements with fixed interest rates discussed in Note 11.B and the term loan with fixed interest rates discussed in Note 11.A.19, approximate the recorded values and are estimated based on the future swap curves currently available and remaining maturities as well as taking into account the Company’s creditworthiness.
The fair value of the interest rate swap agreements, cross-currency rate swap agreements and interest rate cap agreements discussed in Note 19(a) and (b) equates to the amount that would be paid or received by the Company to cancel the agreements. As at December 31, 2021 and September 30, 2022, the fair value of these derivative instruments in aggregate amounted to a net liability of $10,882 and a net asset of $36,654, respectively. The fair value of the forward contracts discussed in Note 19(c) determined through Level 2 of the fair value hierarchy as at December 31, 2021 and September 30, 2022, amounted to a liability of $406 and a liability of $2,754, respectively.
The fair value of the Bond Loan discussed in Note 11.C determined through Level 1 of the fair value hierarchy as at September 30, 2022, amounted to $92,346 ($113,260 at December 31, 2021).
| 31 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
The following tables summarize the hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique on a recurring basis as of the valuation date:
| December 31, 2021 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | |||||||||||||
| Recurring measurements: | ||||||||||||||||
| Forward contracts-liability position | $ | (406 | ) | $ | — | $ | (406 | ) | $ | — | ||||||
| Interest rate swaps-liability position | (4,145 | ) | — | (4,145 | ) | — | ||||||||||
| Interest rate swaps-asset position | 3,429 | — | 3,429 | — | ||||||||||||
| Cross-currency rate swaps-liability position | (10,166 | ) | — | (10,166 | ) | — | ||||||||||
| Total | $ | (11,288 | ) | $ | — | $ | (11,288 | ) | $ | — | ||||||
| September 30, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | |||||||||||||
| Recurring measurements: | ||||||||||||||||
| Forward contracts-liability position | $ | (2,754 | ) | $ | — | $ | (2,754 | ) | $ | — | ||||||
| Interest rate swaps-asset position | 36,475 | — | 36,475 | — | ||||||||||||
| Interest rate caps-asset position | 24,671 | — | 24,671 | — | ||||||||||||
| Cross-currency rate swaps-liability position | (24,492 | ) | — | (24,492 | ) | — | ||||||||||
| Total | $ | 33,900 | $ | — | $ | 33,900 | $ | — | ||||||||
21. Comprehensive Income:
During the nine-month period ended September 30, 2021, Other comprehensive income decreased with net gains of $575 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (loss of $2,175), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $4,386), (ii) the effective portion of changes in fair value of cash flow hedges (loss of $1,683) and (iii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($47).
During the nine-month period ended September 30, 2022, Other comprehensive income increased with net gains of $49,984 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $47,308), plus the settlements to net income of derivatives that qualify for hedge accounting (gain of $616), (ii) the effective portion of changes in fair value of cash flow hedges (gain of $1,453), (iii) reclassification of amount excluded from the interest rate caps assessment of effectiveness based on an amortization approach to Interest and finance costs (gain of $560) and (iv) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($47).
22. Subsequent Events:
| (a) | Declaration and payment of dividends (common stock): On October 3, 2022, the Company declared a dividend of $0.115 per share on its common stock, which was paid on November 7, 2022, to stockholders of record of common stock as of October 20, 2022. |
| (b) | Declaration and payment of dividends (preferred stock Series B, Series C, Series D and Series E): On October 3, 2022, the Company declared a dividend of $0.476563 per share on its Series B Preferred Stock, a dividend of $0.531250 per share on its Series C Preferred Stock, a dividend of $0.546875 per share on its Series D Preferred Stock and a dividend of $0.554688 per share on its Series E Preferred Stock, which were all paid on October 17, 2022 to holders of record as of October 14, 2022. |
| 32 |
COSTAMARE INC.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2021 and 2022
(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)
| (c) | Vessels’ sale: On October 12, 2022, based on a Memorandum of Agreement the Company entered into on March 17, 2022, the container vessel Sealand Michigan was delivered to her buyers (Note 7). On October 26, 2022, based on Memoranda of Agreement the Company entered into on March 17, 2022, the container vessels Sealand Illinois and York were delivered to their buyers (Note 7). On October 7, 2022, pursuant to the sale of the container vessel Sealand Illinois, the Company prepaid the amount of $6,492.4 related to the term loan discussed in Note 11.A.22. On October 13, 2022, pursuant to the sale of the container vessel York, the Company prepaid the amount of $8,263.6 related to the term loan discussed in Note 11.A.10. |
33